Common use of Business Employees Clause in Contracts

Business Employees. a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

Business Employees. (a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. (b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term Closing and whom shall include all Business Employees located in a country that has adopted the ARD Regulations in the event Buyer has made an offer of employment to one or more Business Employees in such country (such country, an “ARD Jurisdiction”), but shall be for not otherwise include any Business Employee located in any country that is an ARD Jurisdiction (the “Offered Employees”). Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a period no less than three (3) monthsBuyer Designee’s offers and will not take any action, subject or cause any of the Subsidiaries to termination for causetake any action, which cause shall would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 3.10(a) required to be determined disclosed by the Buyer or Buyer Designee in its sole discretion. At the end applicable Law of the initial three (3) month term, jurisdiction in which the Buyer or Buyer Designee shall have Business Employee is located in connection with the option to extend employment to those Business Employees as it determines in its sole discretionsale of the Engenio Business. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29January 1, 2017 2011 and ending on the Closing Date. Seller shall be responsible for any employment action related to any Business Employee who is not an Offered Employee. To the extent any notification or consultation requirements or works council negotiation procedures are imposed by applicable Law with regard to the transfer of Business Employees to Buyer or any of its Affiliates, Seller and Buyer agree to cooperate to ensure that such notification or consultation requirements or works council negotiation procedures are timely completed. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees Offered Employees to Buyer or a Buyer Designee, including with respect to notice notice, consultation and other procedural requirements. The parties will enter into an Assignment and Xxxx of Sale and Assumption Agreement or other appropriate documentation for relevant jurisdictions outside the United States where necessary or appropriate for the transfer of such Offered Employees and shall cooperate to complete all requisite consultation and related objection periods prior to the Closing Date. Any offered Offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. .” Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date; provided, that with respect to Offered Employees employed outside the European Union who, as of the Closing Date, are on Seller-approved leave (the “Leave Employees”), employment with Buyer or a Buyer Designee shall be effective as of (i) with respect to Leave Employees absent due to leave that is not protected under applicable Law, within 90 days after the Closing Date or (ii) with respect to Leave Employees absent due to protected leave under applicable Law, no later than the first Business Day following the end of the protected leave period. (c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, until at least March 31, 2012 during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller or the applicable Subsidiary immediately prior to the Closing Date (but taking into account the 2018 2011 salary increases) as set forth on Schedule 3.10(a)(i3.10 (a) (i). Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees either (at Buyer’s discretion) employee benefits that are no less favorable in the aggregate than either (i) those benefits provided to similarly situated employees of Buyer or the applicable Buyer Designee (taking into account employee’s seniority and service with Seller or Buyer or their respective Affiliates, as applicable) or (ii) the employee benefits that they were offered by Seller or the applicable Subsidiary immediately prior to the Closing Date as set forth on Schedule 3.10(b). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d. Buyer will take all action necessary to ensure that, to the extent permitted under applicable Buyer or Buyer Designee Benefit Plans, such Benefit Plans shall recognize (i) Seller for purposes of satisfying any deductibles, co-pays and Buyer intend out-of-pocket maximums during the coverage period that includes the transactions contemplated Closing Date, any payment made by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreementtowards deductibles, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an atco-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Lawpays and

Business Employees. (a) Prior Buyer may (in its sole discretion), prior to the delivery of the Offer Notice to Seller, make offers of employment, contingent upon the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as to any of the Closing Date. b) As Business Employees (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employees on long-term disability). Buyer shall not, after the delivery of the Closing DateOffer Notice to Seller, Buyer shall make offers of employment to at least any of the number of Business Employees. Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer who, prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts accept Buyer’s offer of employment (and commences who actually become an employee of Buyer), as of the effective date of their employment with Buyer, are referred to herein as “Transferred Employees”. Each Transferred Employee’s employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date after the Closing Date they present themselves for work with Buyer. c(b) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior Prior to the Closing Date Date, Seller agrees to use commercially reasonable efforts to cooperate with Buyer in Buyer’s recruitment of the Business Employees, including allowing and facilitating interviews and providing access to personnel files of the Business Employees. (but taking into account the 2018 salary increasesc) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.45.6, no from and after the Closing Date, Seller or Seller’s Affiliates shall assume or retain, as the case may be, perform all obligations with respect to and be solely responsible for all Liabilities arising out of or resulting from the Benefit Plans whether incurred before, on or after the Closing Date. In addition, Seller shall terminate, waive and release its rights under any covenants regarding non-competition, and conflicting obligations with respect to the Business with the Business Employees who become Transferred Employees. No assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. Seller shall, and shall cause each of its Affiliates to, comply with any and all Liabilities or other obligations under the Benefit Plans to all Business Employees, including Transferred Employees, whether resulting from, arising out of, or relating to, events or circumstances occurring prior to or after the Closing, in accordance with the terms of such Benefit Plans, but in each case excluding unpaid vacation, personal days and floating holidays accrued by Transferred Employees and any other Assumed Liabilities. (d) Subject to the following sentence, Seller shall be solely responsible for (i) the payment of all wages and other remuneration due to Transferred Employees with respect to their services as employees through the close of business on the Closing Date, including pro rata bonus payments (if any) pursuant to Seller’s incentive bonus plan or any other incentive compensation program, but not any vacation time, personal days or floating holidays accrued and earned through the Closing Date; (ii) the payment of any termination or severance payments owed to any Business Employee pursuant to any Benefit Plan or any applicable law in connection with the Business Employee’s employment with or termination of employment with Seller or Selling Subsidiaries; and (iii) the provision of health plan continuation coverage in accordance with the requirements of COBRA to any Business Employee and/or any beneficiary thereof who is entitled to elect such coverage on account of a “qualifying event” (as defined under COBRA) occurring on or prior to the Closing Date. If any Business Employee becomes an employee of Buyer at any time during the period commencing on the day immediately following the Closing Date and ending on the day that is six (6) months after the Closing Date, then Buyer shall promptly thereafter reimburse Seller for any payments or other Liabilities referred to in the preceding sentence that are paid or payable by Seller or an Affiliate of Seller with respect to any such Business Employee. (e) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, employment of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything The parties agree to cooperate in good faith to determine whether any notification may be required under the contrary in Worker Adjustment and Retraining Notification Act (the “WARN Act”) as a result of the transactions contemplated by this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ . Seller will be responsible for providing any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits notification that may be provided required under the WARN Act with respect to any Benefit Plan or of its employees. Buyer will be responsible for providing any plan or arrangement which notification that may be established or maintained by Buyer, shall be construed required under the WARN Act with respect to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or Transferred Employees terminated in accordance with its terms and applicable Lawafter the Closing Date.

Business Employees. (a) Prior Buyer shall extend an offer of employment on the Closing Date to the Closingeach Business Employee, Seller shall update the information provided in Schedule 3.10(a)(i) whether such employee is actively at work or on an approved leave of absence as of the Closing Date (each Business Employee who accepts the offer of employment, a “Hired Employee”). Each such offer shall be effective for employment as of September 1, 2015 (the “Hire Date. b”) As of and shall provide for (i) employment at the same location at which the Business Employee worked immediately prior to the Closing Date, Buyer shall make offers in a position comparable to the position held immediately prior to the Closing Date, (ii) a rate of employment base salary, wages and target annual incentive opportunity not less than what were in effect immediately prior to at least the number Closing Date, and (iii) immediate eligibility to participate in Buyer’s applicable retirement and health care plans. In addition, each Hired Employee will, through December 31, 2015 (the “Coverage Period”), be provided with (A) a rate of base salary, wages and target annual incentive opportunity in effect for such Hired Employee immediately prior to the Closing Date, (B) severance benefits that are not less favorable than the greater of (x) the severance benefits provided to Business Employees immediately prior to the Closing Date or (y) the amount of compensation that would have been paid to the Hired Employee through the Coverage Period, and (C) retirement, healthcare and other employee benefits that are not less favorable in the aggregate than the employee benefits provided by Seller set forth on Schedule 5.4(bto such Hired Employee immediately prior to the Closing Date. The Parties shall treat as a Hired Employee each Business Employee who (i) whom shall be specifically identified by does not notify Buyer prior to the ClosingHire Date that such Business Employee will not become a Hired Employee, and (ii) reports for work on the first day after the Hire Date upon which such Business Employee is scheduled to work for Buyer. The initial term Buyer shall (i) be solely responsible for any and all severance or termination pay expenses which arise in connection with the termination of employment shall be of any Business Employee after the Closing Date and (ii) indemnify Seller and its Affiliates for a period no less than three (3) months, subject any Losses arising from or relating to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested any failure by Buyer to assist it with provide any Business Employee an offer complying with the terms of this Section 5.4 7.4, including any claim for severance arising on or after the Closing Date. (b) Effective from the Closing Date through 12:00 a.m. central time on August 31, 2015, the Hired Employees shall operate as Seller’s employees and shall be leased to assist Buyer with determining the wages paid pursuant to the Transferred terms, conditions and limitations of the Transition Services Agreement. Effective as of the Hire Date, Buyer shall credit the Hired Employees for their length of service with Seller and its Affiliates for all employment and benefit purposes, including for purposes of eligibility, vesting, benefit accrual (except where such credit would be redundant) and any pre-existing condition limitations under Buyer’s employee benefit plans. Buyer shall credit the Hired Employees with any amounts paid under the Seller Plans prior to the Hire Date toward satisfaction of applicable deductibles under Buyer’s corresponding welfare benefit plans. (c) Effective as defined of the Hire Date, the unused vacation days and sick days of the Hired Employees shall be assumed by Buyer and Buyer shall recognize and provide to the Hired Employees all such unused vacation and sick days. (d) Seller shall cause (i) all unvested employer matching contributions for the benefit of each Hired Employee under Seller’s Appvion, Inc. Retirement Savings and Employee Stock Ownership Plan (Amended and Restated Generally Effective as of January 1, 2014) to vest on August 31, 2015, (ii) all restricted stock units granted on August 13, 2012 under the Appvion, Inc. Amended and Restated Long Term Restricted Stock Unit Plan, dated as of November 4, 2014 (together with the restricted stock units granted on January 1, 2013 as set forth below, the “Restricted Stock Units”) to any Hired Employees shall vest as of August 31, 2015; provided that such Hired Employees remain employed by Buyer on August 31, 2015 and (iii) all Restricted Stock Units granted on January 1, 2013 to any Hired Employees shall vest as of December 31, 2015; provided that such Hired Employees remain employed by Buyer on December 31, 2015. The amounts payable pursuant to such vested RSUs (including any employer portion of the payroll tax) will be paid and reported by Seller. (e) For any Hired Employee who participates as of the Closing Date in either or both of Seller’s Long-Term Performance Cash Plan for the 2014-2015 performance period or Seller’s Annual Bonus Plan for the 2015 performance period (collectively, the “Seller Bonus Plans”), Buyer shall (i) continue in effect the Seller Bonus Plans for the remainder of calendar year 2015, and (ii) pay any amounts due to Hired Employees under the Seller Bonus Plans with respect to the entire performance period (including the portion beginning on the Closing Date) provided that with respect Seller’s Annual Bonus Plan, the performance goals for the portion of the performance period ending on the day before the Closing Date and for the portion of the performance period beginning on the Closing Date and the weighting and attainment of such goals shall be calculated using the methodology set forth in Schedule A-3 with respect to the period beginning on December 29through June 30, 2017 2015, and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee such methodology shall be referred applied to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on period from July 1, 2015 through the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. ef) Notwithstanding anything herein to the contraryforegoing, nothing contained in this Agreement shall require Buyer be deemed or a Buyer Designee construed to employ (i) give rise to any Business Employeesrights, claims, benefits or causes of action to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller including a Business Employee or related entities make any such employee a third party beneficiary hereof, (includingii) be treated as an amendment or other modification of any particular Seller Plan, without limitationor (iii) prevent, the Transferred Employees) any rights restrict or remedies (including, without limitationlimit each of Seller, any right to employment or continued employment for any specified period) Affiliate of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller Buyer, following the Closing Date, from modifying or terminating any of its benefit plans, programs or policies from time to time as it may deem appropriate, subject only to compliance with the express provisions of this Section 7.4. (g) Buyer shall not require any Hired Employee that participated in the ESOP to continue or amend use any particular benefit plan and of their proceeds related thereto in the ESOP to invest in Buyer. If at any time after the Closing Date, Buyer, to the extent such plan may be amended or terminated in accordance with its terms and action does not violate applicable Law, shall reasonably cooperate with Seller in order for Seller to make distributions to the Hired Employees of their ESOP accounts in the event Seller does not have access to information necessary to complete said process.

Business Employees. a) Prior Upon the sale and transfer of a Local Business, the Business Employees employed in such Local Business are to transfer to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as relevant Business Purchaser by operation of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior relevant national Law or subject to the Closingindividual consent of each Business Employee. The initial term of employment shall be for a period no less than three (3) monthsConsequently, subject to termination for causeClosing, the following provisions shall apply to the Business Employees: (a) In respect of all Business Employees, the Purchaser's Group shall, with effect from the date of transfer of the Business Employees: (i) employ him or her on terms and conditions of his or her contract of employment as existing immediately prior to date of transfer or, where relevant national Law allows it, on terms as to the capacity and place in which cause such Business Employee will be employed and as to other terms and conditions of his or her employment which, when considered overall, are no less favourable than the corresponding provisions of his or her contract of employment immediately prior to Closing. Where relevant national Law allows it, when a company specific term or condition of employment cannot be replicated by the Purchaser's Group, adequate compensation shall be determined offered by the Buyer or Buyer Designee Purchaser; [***] Certain information in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy this document has been omitted and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying filed separately with the terms of this Section 5.4 Securities and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) assume all rights and obligations, liabilities and charges under the employment contracts of the Business Employees, as well as those arising from all collective bargaining agreements, internal collective agreements, customs, benefit plans, or unilateral commitments and Laws applicable to the Business Employees and shall ensure that the Seller shall not have any liability or obligation in this respect. In particular, the Purchaser shall assume the Employment Costs and more specifically the costs in relation to paid holidays, payment of the thirteenth month, dismissal indemnity and retirement indemnities; and (iii) count his or her period beginning of continuous service with the Seller’s Group as continuous service with his or her latest employer within the Purchaser’s Group. (b) The Purchaser shall annotate the personnel and other employment files of each Business Employee, and notify benefit providers and other relevant agencies and organisations of its employment of the Business Employees on December 29the terms set out in Paragraph 2.1(a), 2017 as required by the Law and ending on practice of the jurisdiction in which such Business Employees are employed immediately prior to Closing. (c) If, following the sale and transfer of a Local Business, a person identified as a Business Employee is found not to have transferred to the Purchaser or another member of the Purchaser's Group, the Parties shall procure that this Business Employee shall transfer to the Purchaser or the relevant member of the Purchaser's Group immediately in compliance with the provisions of the relevant national Law as set forth in Paragraph 2.1(a) and (b). (d) It is expressly stated that the Seller shall remain liable for any and all Employment Costs incurred in connection with the Business Employees for the period prior to the Closing Date. Without limiting The Seller hereby undertakes to pay or reimburse to the foregoing, each Party shall comply with Purchaser upon its request any and all applicable Laws such Employment Costs incurred in connection with the transfer of the employees to Buyer or a Buyer DesigneeBusiness Employees (even if such amounts would have become payable after Closing), including with respect to notice social contributions, wages and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Lawsalaries, Buyer or a Buyer Designee shall providecommissions, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) bonuses of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that paid holidays compensation, if applicable the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable bythirteenth month, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or and more generally any other indemnities, charges, benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer in kind and indebtedness relating to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Lawthe Business Employees.

Business Employees. (a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment employment, contingent upon the Closing, to at least the number of all Business Employees (including those absent due to vacation, holiday, illness, leave of Seller set forth absence or short-term disability, but excluding any Business Employees on long-term disability), except as otherwise indicated on Schedule 5.4(b3.9 (a) whom shall be specifically identified by Buyer prior to the Closing. The initial term Business Employees who accept Buyer's offer of employment shall be for a period no less than three (3) monthsemployment, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end as of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms effective date of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences their employment with Buyer or a Buyer Designee shall be Buyer, are referred to as a “"Transferred Employee”Employees". Employment with Buyer of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date, except that the employment of Transferred Employees receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date after the Closing Date they present themselves for work with the Buyer. (b) Prior to the Closing Date, Seller agrees to use reasonable commercial efforts to cooperate with the Buyer in the Buyer's recruitment of the Business Employees, including allowing and facilitating interviews and providing access to personnel files of the Business Employees. In addition, Buyer and Seller agree to coordinate and prepare joint materials in announcing this transaction to the Business Employees. (c) Where terms are not dictated by applicable LawExcept as expressly set forth in this Section 5.4, from and after the Closing Date, Seller shall assume or retain, as the case may be, perform all obligations with respect to and be solely responsible for all Liabilities arising under, resulting from or relating to the Benefit Plans whether incurred before, on or after the Closing Date. In addition, Seller shall terminate, waive and release its rights under any covenants regarding non-competition and conflicting obligations with respect to the Licensed Field with the Business Employees who become Transferred Employees. (d) Following the Closing Date, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to provide Transferred Employees, during their employment until at least December 31, 2002, with Buyer or a Buyer Designee, at a minimum, least the same base salaries orsalary as they currently receive from Seller. In addition, as applicablefollowing the Closing Date, base wage ratesBuyer shall provide Transferred Employees, until at least December 31, 2002, benefits that, in the aggregate, are substantially similar to that offered by Seller immediately prior Buyer to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i)its similarly situated employees. Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d. Each employee benefit plan, program, policy and arrangement of Buyer or an Affiliate of Buyer, including Pension Plans, Welfare Plans, vacation plans and severance plans, shall recognize to the extent permitted by applicable law, applicable tax qualification requirements and applicable plan terms as they currently exist (i) Seller for purposes of satisfying any deductibles, co-pays and Buyer intend out-of-pocket maximums during the coverage period that includes the transactions contemplated Closing Date, any payment made by this Agreement shall not constitute a severance of employmentany Transferred Employee towards deductibles, under the terms of co-pays and out-of-pocket maximums in any Benefit Plan health or other insurance plan of Seller, and (ii) for purposes of determining eligibility to participate, vesting linked to service and for any Transferred Employee schedule of benefits based on service, all service with Seller, including service with predecessor employers that was recognized by Seller and any prior unbridged service with Seller to or upon the consummation of the transactions contemplated hereby and extent that it would have qualified for such bridging with Seller, provided that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything service shall not be recognized to the contrary extent such recognition would result in this Agreementa duplication of benefits; provided, Buyer shall providehowever, at a minimum, severance benefits substantially equivalent that such obligations are conditioned upon Buyer's timely receipt from Seller of such employee data or other information as may be reasonably required to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Lawimplement such arrangements. Nothing in this Section 5.45.4(d) shall be construed to (A) entitle any Transferred Employee to continue his or her employment with Buyer or its Affiliates and in the event that they are no longer employed by Buyer to continue their salary and benefits with Buyer or (B) prevent Buyer from making any changes in its business, expressed salary practices or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, benefits that affect the Transferred Employees, in the case of clause (B) in each case, so long as the Transferred Employees are not disproportionately targeted with respect to any rights or remedies such changes. (including, without limitation, e) Buyer agrees that its and its controlled Affiliate's health and welfare plans shall waive any right pre-existing condition exclusion (to employment or continued employment the extent such exclusion was waived under applicable health and welfare plans offered to the Transferred Employees by the Seller) and any proof of insurability (other than with respect to any life insurance plans). Seller agrees to transfer the cafeteria plan accounts and experience of Transferred Employees to substantially equivalent plans that exist to the extent permitted by applicable plan terms and applicable law. Seller shall remain responsible for any specified periodbenefits payable under a Benefit Plan with respect to claims incurred by Business Employees prior to the Closing Date. The medical and dental plans maintained by Buyer and Affiliates of Buyer shall recognize as dependents of the Transferred Employees any Class 2 dependents to the extent recognized by Seller's medical and dental plans and to the extent such dependents are recognized as eligible dependents under Buyer's plans. (f) As soon as possible following the Closing Date, Buyer shall cause one or more defined contribution savings plans intended to qualify under sections 401(a) and 401(k) of any nature the Code (the "Buyer Savings Plan") to provide for the receipt of Transferred Employees' lump sum cash distributions, in the form of an eligible rollover distributions, which include outstanding participant loans, from the Lucent Savings Plan or kind whatsoeverAgere Savings Plan (if applicable), provided such rollovers are made at the election of the Transferred Employees and in accordance with the terms of the Buyer Savings Plan. Seller shall cause the Lucent Savings Plan or Agere Savings Plan (if applicable) to permit the Transferred Employees to elect a lump sum cash distribution of benefits accrued through the Closing Date in accordance with the Code. (g) Seller shall make and be solely responsible for payment, if any, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended Agere Short Term Incentive Plan and any other incentive compensation payments to be Transferred Employees for the benefit of or otherwise be enforceable byperiod from October 1, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights 2001 to the Closing Date in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit accordance with the Agere Short Term Incentive Plan or any other benefit planshort-term incentive plan in effect for such period. (h) Following the Closing, programsubject to the human resources policies of Buyer and the discretion and approval of the board of directors of Buyer, agreement or arrangement nor the Transferred Employees shall require Seller, Buyer or any Affiliate be eligible to receive grants of Seller or Buyer options to continue or amend any particular benefit plan and any purchase common stock of Buyer. Such grants to Transferred Employees will be made in a manner consistent with Buyer's general policies with respect to equity compensation at the time of such plan may be amended or terminated in accordance with its terms and applicable Lawgrants.

Business Employees. a) Prior to the Closing, Seller shall update the information provided terminate each Business Employee and further agrees to remove such individual from Seller’s payroll, in Schedule 3.10(a)(i) each case as of the Closing Date. b) As last day of the third month after the Closing Date, unless the Buyer instructs Seller to do so prior to such date (such termination date, the “Employee Termination Date”); provided, that, for any period from and after the Closing during which any Business Employee has not been removed from Seller’s payroll, Buyer shall make offers either pay Seller or Seller’s PEO firm directly, the full amount of employment to at least payroll for the number of Business Employees of Seller set forth on Schedule 5.4(bby wire transfer in good, cleared funds, not later than five (5) whom shall be specifically identified by Buyer business days prior to the payroll date. Seller shall not be responsible for funding any Business Employee payroll and Buyer holds Seller harmless from any such payments or from Seller’s failure to comply with this section; provided, however, Buyer reserves the right to set-off any amounts of payroll for the Business Employees that it owes Seller pursuant to this Section 6.1(a) against amounts Seller owes to Buyer pursuant to the Transition Services Agreement (including, for the avoidane of doubt, the “Total Cash Receipts” as defined therein). Upon receipt of Business Employee payroll from Buyer in accordance with this section, Seller shall remit same to Seller’s PEO firm in a timely manner. Buyer shall be solely responsible for all compensation due each Business Employee from and after the Closing. The initial term Prior to Closing, Buyer shall provide Seller with the names of employment shall be for a period no less than three (3) months, subject the Business Employees to termination for cause, which cause shall be determined by the whom Buyer or one of its Affiliates intends to make an offer of employment. The employment offers Buyer Designee in its sole discretion. At the end of the initial three makes (3i) month term, the Buyer or Buyer Designee shall have total compensation and benefit terms comparable to the option employment terms provided to extend employment to those such Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to on the Closing Date (but taking into account or as Buyer and Seller may otherwise reasonably agree), and (ii) shall provide that the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth Transferred Employee be eligible to participate in this Section 5.4, no Benefit Plans or assets employee benefit and compensation plans that are generally available to similarly situated employees of any Benefit Plan shall be transferred to Buyer or any Affiliate of the Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

Business Employees. a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) 5.2.1. As of the Closing Date, Buyer shall Leadtek reserves the right to make offers of employment to at least the number of all Business Employees. Business Employees who accept such offer of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) monthsemployment, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end as of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms effective date of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences their employment with Buyer Leadtek or a Buyer Designee one of its Affiliates shall be referred to as "Transferred Employees." Notwithstanding any other provision of this Agreement, any Business Employee whose employment with Netergy terminates before the Closing Date shall not be a “Transferred Employee”, regardless of whether he or she is hired by Leadtek or any of its Affiliates, and Leadtek shall not be obligated to offer employment to any such individual. Employment of the Transferred Employees with Buyer or a Buyer Designee Leadtek shall be effective as of the business day following the close of business on the Closing Date ("Start Date"). Except as specifically provided in this Section 5.2, Leadtek shall indemnify, defend and hold harmless Netergy and its Affiliates from any and all claims, causes of actions, charges or suits asserted or brought by any Business Employee arising out of or in connection with the Leadtek's employment of or failure to offer employment to, or Leadtek's termination of employment of, any Business Employee not in accordance with the terms of this Agreement, including claims for severance or other separation benefits and employment discrimination claims. On the Closing Date, the Transferred Employees’ employment with Netergy will be terminated according to Netergy’s standard procedure. Leadtek shall regard the Transferred Employees as any new employees hired using Leadtek’s standard procedures. c) Where terms are not dictated 5.2.2. Netergy shall be solely responsible for all liabilities for accrued vacation, personal days, severance pay and benefits or other payments resulting from the transactions contemplated by applicable Law, Buyer this Agreement or a Buyer Designee shall provide, arising on or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account i) with respect to the 2018 salary increasesBusiness Employees including the Transferred Employees that arise as a result of the actual or constructive termination of their employment with Netergy and its Affiliates, (ii) with respect to Business Employees as set forth on Schedule 3.10(a)(i)to whom Leadtek complies with Section 5.2.1 who do not become Transferred Employees and/or (iii) that arise out of or result from actions of Netergy and its Affiliates. 5.2.3. Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan Nothing herein shall be transferred to Buyer construed as a representation or any Affiliate guarantee by Netergy that Business Employees will accept Leadtek's or its Affiliate's offer of Buyeremployment or will continue in employment following the Closing Date. d) Seller 5.2.4. Leadtek shall assume and Buyer intend that be responsible for all liabilities and obligations arising out of or relating to the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, employment of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately by Leadtek after the Closing applicable Start Date. 5.2.5. Notwithstanding anything to the contrary Except as specifically provided otherwise in this AgreementSection 5.2, Buyer Netergy shall provide, at a minimum, severance benefits substantially equivalent to retain and be solely responsible for all obligations and liabilities arising out of or relating to: (i) Benefit Plans; (ii) the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments the applicable Start Date of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at by Netergy and its Affiliates; (iii) the employment by Netergy and its Affiliates of any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or individuals (including Business Employees and former employee employees of Seller or related entities (including, without limitation, the Business) who do not become Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment Employees for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employeesreason. 5.2.6. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, 5.2 shall be construed to establishrequire the provision of compensation and benefits to Transferred Employees following termination of their employment with Leadtek, amendother than compensation and benefits that are by their nature provided after termination of employment (such as severance pay and retirement benefits). 5.2.7. Schedule 5.2.7 contains a list of all employment contracts including trade secret protection policies, all pension, bonus, profit-sharing, stock option, or modify an Benefit Plan other agreements or arrangements providing for employee remuneration or benefits to which Netergy is a party or by which Netergy is bound that are related to the Business Employees. To the best of Netergy’s knowledge, all these contracts and arrangements are in full force and effect, and neither Netergy nor any other of its Affiliates are in default under any of them, nor has any event occurred that with notice, lapse of time, or both would constitute a default by Netergy under any of these agreements. There have been no claims of defaults and, to the best of Netergy’s knowledge, there are no facts or conditions that if continued, or on notice, will result in a default under any of these contracts or arrangements. There is no pending or, to Netergy’s knowledge, threatened labor dispute, strike, or work stoppage affecting or related to the Business or the Purchased Assets. To the best of its knowledge, Netergy has complied with all applicable laws for each of its and its Affiliates respective employee benefit plans, including the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) if and to the extent applicable. There are no threatened or pending claims by or on behalf of any such benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and employee covered under any such plan may be amended plan, that allege a breach of fiduciary duties or terminated violation of other applicable state of federal law, nor is there, to Netergy’s knowledge, any basis for such a claim. Except as set forth in accordance with its terms and applicable LawSchedule 5.2.7, Netergy has not entered into any severance or similar arrangement in respect of the Business Employees that will result in any absolute or contingent obligation of Leadtek to make any payment to any Business Employees.

Business Employees. (a) Prior The Purchaser will lease from Sellers all Business Employees set forth on Schedule 7.8 for the period (the “Leasing Period”) commencing at 12:01am on the day following the Closing Date and continue until the Employee Leasing Agreement expires pursuant to the Closing, Seller shall update terms and conditions of this Agreement and the information provided in Schedule 3.10(a)(i) as of Employee Leasing Agreement (the Closing “Leasing End Date”). (b) As of On and after the Closing Date, Buyer shall make the Purchaser (or an Affiliate of the Purchaser) may offer employment to Business Employees, as determined and agreed to by the Purchaser, on an “at will” basis and subject to the Purchaser’s standard terms, conditions and policies of employment. Business Employees who accept such offers of employment to at least from the number Purchaser (or its Affiliate) shall become employees of Business Employees the Purchaser (or its Affiliate) (the “Transferred Employees”) only as of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term date of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined hiring of such Transferred Employee by the Buyer Purchaser or Buyer Designee in its sole discretionAffiliate (the “Employee Transfer Date”). At Subject to applicable Laws, on and after the end of the initial three (3) month termEmployee Transfer Date, the Buyer or Buyer Designee Purchaser shall have the option right to extend employment dismiss any or all Transferred Employees at any time, with or without cause, and to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with change the terms and conditions of this Section 5.4 their employment (including compensation and employee benefits provided to assist Buyer with determining them). (c) The Sellers shall retain, and the wages paid Purchaser shall not assume, any employer or employment related obligations and Liabilities to the Transferred Employees (as defined below) with respect arising on or before the relevant Employee Transfer Date for such Transferred Employee. The Sellers shall retain, and the Purchaser shall not assume, all obligations and Liabilities relating to the period beginning on December 29, 2017 and ending on Business Employees who do not accept the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts BuyerPurchaser’s offer of employment or who otherwise do not become a Transferred Employee pursuant to the terms of Section 7.8(a). (d) With respect to all employees actively employed by the Sellers and commences employment with Buyer their Affiliates on or a Buyer Designee prior to the Employee Transfer Date, the Sellers shall be referred to solely responsible for all wages, salaries, earned incentives, bonuses and commissions, employee benefits, workers compensation claims and severance benefits incurred as a “Transferred Employee”. Employment result of events occurring on or before the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Employee Transfer Date. c(e) Where terms are not dictated by applicable LawNeither the Purchaser nor any of its Affiliates shall assume any obligations under or Liabilities with respect to any of the Seller Benefit Plans. The Sellers shall remain liable, Buyer or under the continuation coverage rules of Section 4980B of the Code and part 6 of Subtitle B of Title I of ERISA (“COBRA”), with respect to group health benefits of Transferred Employees (and their qualified beneficiaries as defined in COBRA) in connection with any termination of coverage under Sellers’ group health plans arising as a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets result of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement Agreement. The Sellers shall not constitute a severance of employmentretain any and all responsibility and Liabilities related to employee benefits, including claims for benefits, under the terms of any Seller Benefit Plan of Seller, of Plans. (f) With respect to any Transferred Employee prior Employees, the Sellers shall cooperate with the Purchaser and the Purchaser’s agents to or upon provide the consummation of Purchaser the adequate payroll tax records required by federal and state agencies necessary for the Purchaser to optimize federal and state payroll tax Law relating to successor-in-interest transactions, including the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after by this Agreement. Such records shall include, but not be limited to, the Closing Date. Notwithstanding anything following: (i) an executed release form granting permission to the contrary Purchaser and its agents to obtain quarterly payroll data from all states within which the Business was conducted by the Sellers; (ii) when required by state taxing agencies, the Seller shall provide signed (or notarized signatures) necessary to grant permission for the Purchaser to file for transfers of experience of payroll tax accounts in this Agreementstates which require a signed release by the predecessor the Sellers; (iii) the Sellers shall provide the Purchaser and its agents with most recent Annual 940 Report complete with Part I and Part II (computation of tentative credits), Buyer and most recent years “tax rate notices” received from individual state agencies; (iv) the Sellers shall provideprovide copies of all the Sellers’ quarterly wage detail reports filed with individual state agencies in the calendar year through the Leasing End Date; (v) if the Sellers utilized an outside payroll tax administrator, then each Sellers grant the Purchaser (and its Affiliates and representatives) permission to have access to relevant successor-in-interest reports from the payroll vendor, such as state tax rate notices, state quarterly contribution reports, W2s and federal recap reports such as 940 and 941, and the Sellers shall provide the Purchaser (or its Affiliates or representatives) with a contact person at a minimumthe payroll vendor. (g) The Sellers shall be responsible for providing or discharging any and all notifications, benefits and Liabilities to Business Employees and Governmental Body under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) or by any other Law relating to plant closings, mass layoffs or employee separations or severance benefits substantially equivalent pay that are first required to be provided or discharged on or prior to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance planTransfer Employee Date. e(h) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 7.8 shall create any third party beneficiary or other rights in any Business Employee or former employee (including any beneficiary or dependent thereof) of the Sellers in respect of continued employment (or resumed employment) with the Purchaser (or any Affiliate of the Purchaser) and no provision of this Section 7.8 shall create any such rights in any such persons Persons in respect of any benefits that may be provided provided, directly or indirectly, under any Benefit Plan employee benefit plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan Purchaser or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable LawAffiliates.

Business Employees. a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Dateafter Closing. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

Business Employees. (a) Prior to the Closing, Seller shall update deliver to Buyer any updates to the information provided in Schedule 3.10(a)(i) as of the day prior to the Closing DateDate (the “Updated Employee List”). (b) As of the Closing Date, Buyer or any Buyer Designee shall make offers of employment employment, contingent on the Closing, to at least the number of Business Employees of Seller set forth listed on Schedule 5.4(b3.10(a)(i) whom (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall be specifically identified by cooperate and assist in facilitating Buyer’s or a Buyer prior Designee’s offers and will not take any action, or cause any of the Subsidiaries to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for causetake any action, which cause shall be determined by the would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option Designee’s effort to extend employment to those hire any Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing DateEmployee. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees Business Employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirementsrequirements and Automatic Transfer Laws. Any offered Seller and its applicable Subsidiaries will provide any and all information reasonably required by Buyer or a Buyer’s Designee in order for Buyer to fulfil its obligations under this Agreement with respect to Business Employees. The Parties will enter into appropriate documentation for relevant jurisdictions outside the United States where necessary or appropriate for the transfer of any Business Employees. Each Business Employee who accepts Buyer’s or a Buyer Designee’s offer of employment and commences employment, as of the effective date of their employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. .” Employment of the Transferred Employees with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following Closing Effective Time, except that the close employment of business individuals receiving short-term disability benefits or on approved leave of absence on the Closing DateDate will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law. (c) The Parties will comply with applicable Law regarding terms of employment of Transferred Employees. Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller or the applicable Subsidiary immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees employee benefits and new hire equity grants that are no less favorable than those benefits and equity grants provided to similarly situated employees of Buyer or the applicable Buyer Designee and shall structure offers to Business Employees in any foreign jurisdiction so as expressly set forth not to trigger termination or severance costs, if any. Buyer shall use commercially reasonable efforts to recognize each Transferred Employee’s service with Seller or a Subsidiary prior to the Closing, including service with predecessor employers that was recognized by Seller or a Subsidiary, for purposes of determining eligibility to participate or vesting in this Section 5.4each employee benefit plan, no Benefit Plans program, policy and arrangement of Buyer or assets a Buyer Designee, including any vacation plans and severance plans, to the extent permitted by such plans, programs, policies and arrangements, provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. (d) Effective as of the Closing, Seller or the applicable Subsidiary will terminate the employment of any Business Employee that is offered employment in accordance with Sections 5.4(b) and 5.4(c) above and rejects such offer of employment with Buyer or a Buyer Designee, including in connection with an applicable objection under an Automatic Transfer Law. Seller or the applicable Subsidiary will not pay such Business Employee any severance or other similar benefit unless otherwise required by applicable Law or an applicable Benefit Plan listed on Schedule 3.10(b), it being understood, for the avoidance of doubt, that any such liabilities shall be transferred to Buyer or any Affiliate of BuyerExcluded Liabilities hereunder. d(e) Seller and Buyer intend that the transactions contemplated by this Agreement shall Other than as described on Schedule 5.4(e), Transferred Employees will not constitute a be eligible for any severance of employment, benefits under the terms of any Benefit Plan of Seller or any Subsidiary. Seller shall maintain and shall not amend the transition incentive plan described on Schedule 5.4(e) for six (6) months following the Closing and pay any and all amounts due thereunder. (f) To the extent permitted under applicable Buyer benefit plans, (i) Buyer shall use commercially reasonable efforts to waive any pre-existing condition exclusion (to the extent such exclusion was waived under applicable health and Welfare Plans offered to the Transferred Employees by Seller or a Subsidiary) and proof of insurability, and (ii) the medical and dental plans maintained by Buyer and any Affiliate of Buyer shall recognize as dependents of the Transferred Employees the dependents recognized by Seller’s or the applicable Subsidiary’s medical and dental plans. (g) As soon as practicable following the Closing Date, Buyer shall cause one or more defined contribution savings plans intended to qualify under sections 401(a) and 401(k) of the Code (the “Buyer Savings Plan”) to provide for the receipt of Transferred Employees’ lump sum cash distributions, in the form of an eligible rollover distribution from the Broadcom Corporation 401(k) Plan, provided such rollovers are made at the election of the Transferred Employees and in accordance with the terms of the Buyer Savings Plan. Seller shall cause the Broadcom Corporation 401(k) Plan to fully vest Transferred Employees in their accounts immediately prior to the Closing and permit the Transferred Employees to elect a lump sum cash distribution of benefits accrued through the Closing Date in accordance with the Code. (h) The Parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act or similar state or local law (the “WARN Act”) as a result of the transactions contemplated by this Agreement. Seller will be responsible for providing any notification that may be required under the WARN Act with respect to any of its employees. Buyer will be responsible for providing any notification that may be required under the WARN Act with respect to any Transferred Employee prior Employees terminated after the Closing Date. In addition, Seller shall, at its own expense, give all notices and other information required to or upon be given by Seller to the Business Employees pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby and that such employees shall be solely responsible for providing continuation coverage under the COBRA. (i) If any Business Employee is employed in a jurisdiction in which there is an Automatic Transfer Law, Buyer and Seller will have continuous mutually and uninterrupted employment immediately before and immediately after reasonably determine whether the Closing Date. Notwithstanding anything Automatic Transfer Law applies to the contrary in this Agreement, transfer of the Business Employee from Seller or its Subsidiaries to Buyer shall provide, at a minimum, severance benefits substantially equivalent or its Designee. Where the Parties determine that an Automatic Transfer Law applies to the benefits contained transfer of a Business Employee, each Party will, and will cause its Affiliates to, comply with their respective obligations under the Automatic Transfer Law. Seller and its Subsidiaries on the one hand, and Buyer and the Buyers Designees on the other, will provide to the other such cooperation as is reasonably necessary to permit the other to fulfill its obligations under the Automatic Transfer Law. Any Business Employee who transfers to Buyer or Buyer Designee pursuant to an Automatic Transfer Law will, for the avoidance of doubt, be a Transferred Employee. (j) To the extent to which a Transferred Employee would be in the plans listed breach of any obligation owed to Seller or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily one of its Affiliates solely by reason of becoming employed by Buyer on or before December 31a Buyer Designee (for example, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plana noncompete obligation), Seller and its Affiliates will waive such obligation. e(k) Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise cause, except where prohibited under applicable Law. Nothing in this Section 5.4, expressed the local Law of any jurisdiction. (l) Seller shall use its reasonable commercial efforts to assist Buyer with the transfer of visas or implied, shall confer upon any employee or former employee of Seller or work permits related entities (including, without limitation, to the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law.

Business Employees. a(i) Prior Until the applicable Determination Date, Sellers shall provide the services of the Business Employees and shall continue to provide wages, benefits and other terms and conditions of employment consistent with past practices, all pursuant to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) Transition Services Agreement. As of the Closing applicable Determination Date, Buyer shall make offers of employment to at least the number of applicable Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified terminated by Buyer prior Sellers and offered employment by Purchaser on terms and conditions to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee Purchaser in its sole discretion, consistent with the provisions of this Article XII. At Following the end Initial Closing, Purchaser shall provide written notice to Sellers at least thirty (30) days prior to determining the Determination Date for the applicable Business Employees, so that Sellers may terminate such Business Employees as of the initial three date immediately preceding such Determination Date. Purchaser shall have no liability for and no obligation to assume or to adopt any of Sellers' collective bargaining agreements or other agreements with any labor unions or labor organizations, and, until validly terminated without any Liability, Sellers shall retain all such agreements and all obligations and liabilities arising therefrom, whenever arising or accruing. (3ii) month termAll Liabilities to the current Employees of the Business (the "Business Employees") arising or accruing on or prior to the Determination Date, including wages, earned vacations, workers' compensation, employee benefits, Liabilities under any collective bargaining agreement, WARN Act Liabilities, workers compensation Liabilities, COBRA Liabilities, severance and bonus payments, withholding and reporting obligations, all laws relating to the employment of labor and the employer's share of payroll or other employment taxes and other obligations (collectively, the Buyer "Employee Obligations"), shall be the obligation of Sellers ("Sellers' Employee Obligations"), and all such Employee Obligations arising or Buyer Designee shall have accruing on and after the option to extend employment New Hire Date and thereafter to those Business Employees as it determines in its sole discretion. To who are hired by Purchaser (the extent permitted by applicable Law"New Employees"), including data privacy and data protection Lawswhich relate to such Business Employees' employment with Purchaser, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending liability for any unlawful discriminatory conduct on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer part of the employees to Buyer Purchaser in the hiring or a Buyer Designeenon-hiring of Business Employees before or after the Determination Date, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment the obligation of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date Purchaser (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i"Purchaser's Employee Obligations"). Except as expressly set forth in this Section 5.4for the Purchaser's Employee Obligations, no Benefit Plans all obligations and liabilities, including, without limitation, pension and benefit plan liabilities (including multiemployer plan withdrawal liabilities), liabilities under or assets relating to any collective bargaining agreement, discrimination liabilities, severance and bonus pay obligations, worker's compensation, WARN Act liabilities, accrued vacation time and COBRA liabilities, relating to current or former employees (and their dependents) of any Benefit Plan the Sellers or the Business shall, whenever arising or accruing, remain the sole obligation of Sellers ("Sellers' Employment Obligations"). On or after the date hereof, Purchaser's representatives shall be transferred permitted to Buyer or any Affiliate meet and speak with the Business Employees for purposes of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement discussing potential job opportunities with Purchaser; provided, however, Purchaser shall not constitute meet and speak with such Business Employees or otherwise contact such Business Employees other than through a severance designee of employmentSellers, under the terms of and only after coordinating and consulting with such designee. Sellers hereby specifically agree not to transfer any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Business Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred EmployeesBusiness Employees who manage the operations of the PSCs) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor locations of Sellers not comprising the PSCs until the expiration of the Option Period. Purchaser shall require Seller, Buyer or any Affiliate deliver to Sellers within ten (10) Business Days after the Determination Date a complete list of Seller or Buyer all Business Employees to continue or amend any particular benefit plan and any whom Purchaser has offered employment as of such plan may be amended or terminated in accordance with its terms and applicable LawDetermination Date.

Business Employees. (a) Prior to On the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Initial Closing Date, Buyer shall make offers of employment to at least all Represented Employees and Non-Represented Employees employed by Seller as of the number Initial Closing Date (including those absent due to vacation or holiday). Buyer shall make offers of Business employment to all Represented Employees and Non-Represented Employees employed by Seller as of the Initial Closing Date who are absent due to illness, leave of absence or disability if such individuals present themselves for full-time employment (except to the extent required by Law) with Buyer within six (6) months of the Initial Closing Date. Seller set forth on Schedule 5.4(bshall continue to provide medical, dental, vision (for Represented Employees) whom and life and accidental death and dismemberment coverage for the Transferred Employees through the last day of the month in which the Initial Closing Date occurs; provided, Buyer shall reimburse Seller any COBRA costs associated with such coverage. (b) Employment by Buyer of the Transferred Represented Employees following the Initial Closing Date shall be specifically identified on terms and conditions consistent with the collective bargaining agreements entered into by Buyer prior and the Union, with such changes in such terms and conditions as agreed to the Closing. The initial term of employment by such parties. (c) Buyer shall be provide for a period no less than three total compensation package of salary and benefits (3on an aggregate basis) months, subject to termination for cause, each Transferred Non-Represented Employee which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option is substantially similar to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested that offered by Buyer to assist it with complying with the terms similarly situated employees of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing DateBuyer. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment Employment with Buyer or a Buyer Designee shall be referred to as a “of Transferred Employee”. Employment of the Transferred Non-Represented Employees with Buyer or a Buyer Designee shall be effective as of the day Business Day following the close of business on the Initial Closing Date, except that the employment of (i) individuals receiving disability benefits or on a leave of absence on the Initial Closing Date will become effective as of the date they present themselves for work with the Buyer (provided that such individuals present themselves for full-time employment (except to the extent required by Law) with Buyer within six (6) months of the Initial Closing Date), and (ii) individuals who are in the process of applying for visas will become effective as of the date that their visas are transferred to Buyer and in the interim will continue to be employed by Seller or the applicable Subsidiary and made available pursuant to the Transition Services Agreement to Buyer who shall reimburse Seller for all direct costs of such employment. Buyer will continue to provide relocation assistance to those Transferred Non-Represented Employees receiving it as of the Initial Closing Date (not to exceed total relocation payments of $25,000) in accordance with such records as are provided by Seller to Buyer to substantiate such amounts and the final dates of such payments. c(d) Where terms Buyer's 401(k) plan, medical, dental and life insurance plan, and paid time off policy shall recognize for each Transferred Employee who is a Non-Represented Employee, and Buyer's 401(k) plan and paid time off policy shall recognize for each Transferred Employee who is a Represented Employee for purposes of determining eligibility to participate, vesting and for any schedule of benefits based on service, all service with Seller or its Affiliates, including service with predecessor employers that was recognized by Seller or its Affiliates and any prior unbridged service with Seller or its Affiliates, in accordance with such dates as provided to Buyer by Seller. Buyer's medical and dental program shall recognize for each Transferred Employee for purposes of satisfying any deductibles during the coverage period that includes the Initial Closing Date, any payment made by any such employee towards deductibles in any medical or dental program of Seller to the extent permitted by the insurance companies providing such benefits. Buyer shall use commercially reasonable efforts to cause the insurance companies providing such benefits to recognize such payments. (e) Buyer agrees that its health and welfare plans (other than long term disability and life insurance programs) shall waive any pre-existing condition exclusion (to the extent such exclusions were waived under applicable health and welfare plans offered to the Transferred Employees by Seller and to the extent permitted by the insurance companies providing such benefits to Buyer's employees) and any requirement for proof of insurability (to the extent permitted by the insurance companies providing such benefits to Buyer's employees). (f) Seller shall pay out all vacation owed to Transferred Employees who are not dictated Represented Employees as of the Initial Closing Date, and Buyer shall have no liability for vacation owed by applicable LawSeller to Represented Employees. Seller shall pay out all vacation owed to Transferred Employees who are Non-Represented Employees as of the Initial Closing Date with respect to accrued, unused vacation time for a Non-Represented Employee in excess of 40 hours (or all accrued, unused vacation owed if requested by a Transferred Employee). Prior to the Initial Closing Date, Seller will provide Buyer with a schedule indicating the accrued vacation for Transferred Employees who are Non-Represented Employees as of the Initial Closing Date up to a maximum of 40 hours for each Transferred Employee who is a Non-Represented Employee. Buyer shall credit each Transferred Employee with such accrued vacation time in addition to any vacation generally granted to similarly situated employees of Buyer. Seller shall provide Buyer individual records substantiating the remaining unused vacation balances as of the Initial Closing Date for Transferred Employees who are Non-Represented Employees. (g) Following the Initial Closing Date, as Buyer transitions the Business from the Shreveport Premise to Buyer's facilities, Buyer or a may make an opportunity for employment available to such Represented Shreveport Employees and non-represented Shreveport employees as Buyer Designee shall provide, or shall cause to be providedmay select, to commence after the date when such employee's employment by Seller at the Shreveport Premise concludes. Such employment shall be on terms and conditions consistent with the terms set forth herein with respect to the Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

Business Employees. (a) Prior At least five (5) Business Days prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i3.10(a) as of the day prior to the Closing DateDate (the “Updated Employee List”). (b) As of the Closing Date, Buyer shall make have made offers of employment to at least certain of the number of Business Employees listed on the Updated Employee List (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability) (the “Offered Employees”). Buyer shall provide to Seller set forth on Schedule 5.4(b) whom a list of the Offered Employees by no later than May 24, 2016. Seller and any applicable Subsidiary shall be specifically identified by cooperate and assist in facilitating Buyer’s or a Buyer prior Designee’s offers to the Closing. The initial term Offered Employees and will not take any action, or cause any of employment shall be for a period no less than three (3) months, subject the Subsidiaries to termination for causetake any action, which cause shall be determined by the would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option Designee’s effort to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Datehire any Offered Employee. Without limiting the foregoing, each Party shall comply with all Laws applicable Laws to such Party in connection with the transfer of the employees Offered Employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered The Parties will enter into appropriate documentation for relevant jurisdictions outside the United States where necessary or appropriate for the transfer of any Offered Employees. Each Offered Employee who accepts Buyer’s offer of employment and commences employment, as of the effective date of their employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. .” Employment of the Transferred Employees with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following Closing Effective Time, except that the close employment of business individuals receiving short-term disability benefits or on approved leave of absence on the Closing DateDate will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law. (c) Buyer or the applicable Buyer Designee will comply with applicable Law regarding terms of employment of Transferred Employees. Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller or the applicable Subsidiary immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except Buyer or a Buyer Designee shall use commercially reasonable efforts to provide, or cause to be provided, to Transferred Employees a target bonus opportunity, employee benefits and equity grants that, taken as expressly set forth a whole, are no less favorable than those benefits and equity grants provided to similarly situated employees of Buyer or the applicable Buyer Designee and shall structure offers to Business Employees in this any foreign jurisdiction so as not to trigger termination or severance costs, if any, except where any such severance payments are mandated by applicable Law or, in the case of Business Employees in Israel, in the manner consistent with the provisions of Section 5.45.4(b). Buyer shall use commercially reasonable efforts to recognize each Transferred Employee’s service with Seller or a Subsidiary prior to the Closing, no including service with predecessor employers that was recognized by Seller or a Subsidiary, for purposes of determining eligibility to participate in the applicable Buyer Benefit Plans Plan, to the extent permitted by and pursuant to such plans, programs, policies and arrangements, provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. (d) Prior to the Closing, Seller or assets its applicable Subsidiary, as the case may be, shall have taken all actions and made (or arranged for the payment of all payments) required under any applicable Law or Contract in connection with the termination of the employment of all Transferred Employees (including without limitation, payment for the employment during the applicable notice period and payment of any severance payments and taking any action required in connection with the release of funds, including pursuant to the Section 14 Arrangement) with no further liabilities under any Seller Benefit Plan Plan, which termination may be contingent upon and effective as of the Closing. The Seller shall have provided Buyer for its prior review, comment and confirmation copies of any and all communications with and documentation to be transferred shared or entered into with the Transferred Employees relating to such termination. Buyer shall pay Seller the Layoff Reimbursement Amount within 30 days from the submission to Buyer of a detailed written statement containing the aggregate amount paid by Seller and its Subsidiaries to all Business Employees whose employment have been terminated, and the breakdown of respective amount paid by Seller or its applicable Subsidiary to each such Business Employee in connection with such termination and the calculation thereof. Notwithstanding the foregoing, (a) the obligation of Buyer to pay the Layoff Reimbursement Amount in connection with the redemption of accrued vacation days shall only apply to the accrued vacation days of the Transferred Employees, and Buyer shall have no liability with respect to the redemption of accrued vacation days of the Business Employees who are not Transferred Employees; provided, however, that Buyer may elect to assume Seller’s or its applicable Subsidiary’s obligations in connection with the accrued vacation days of some or all of the Transferred Employees in lieu of redemption thereof, subject to the receipt of the necessary consents of the relevant Transferred Employees and in such event, the Layoff Reimbursement Amount shall not include the monetary value of such assumed vacation days and (b) the Layoff Reimbursement Amount shall not include any bonus amount payable to any Business Employee who continues as an employee of Seller or any Affiliate of Buyerits Subsidiaries or Seller’s parent company or any of its Subsidiaries following the Closing and who does not constitute a Transferred Employee. d(e) Seller Buyer or the applicable Buyer Designee will comply with applicable Law regarding terms of employment of Transferred Employees. (f) The Parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Buyer intend that Retraining Notification Act or similar state or local law (the “WARN Act”) as a result of the transactions contemplated by this Agreement shall not constitute a severance of employment, Agreement. Seller will be responsible for providing any notification that may be required under the terms WARN Act with respect to any of its employees. Buyer will be responsible for providing any Benefit Plan of Seller, of notification that may be required under the WARN Act with respect to any Transferred Employee prior Employees terminated after the Closing Date. In addition, Seller shall, at its own expense, give all notices and other information required to or upon be given by Seller to the Business Employees pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after shall be solely responsible for providing continuation coverage under the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance planCOBRA. e(g) Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise cause, except where prohibited under applicable the local Law. Nothing All employment offers under this Section 5.4 will (a) be contingent on Closing; (b) be subject to and in compliance with Buyer’s or Buyer Designee’s standard human resources policies and procedures, including requirements for proof evidencing a legal right to work in the offeree’s country of current employment; (c) have terms, including the position, salary and responsibilities of such Employee, which will be determined by Buyer in its sole discretion, except as set forth in Section 5.4(c); and (d) supersede any prior employment agreements, offer letters and other arrangements with such Business Employee in effect prior to the Closing Date. (h) Notwithstanding anything to the contrary set forth in this Section 5.4Agreement, expressed or implied, shall confer upon any employee or former employee no provision of Seller or related entities this Agreement will be deemed to (including, without limitation, the Transferred Employeesi) any rights or remedies (including, without limitation, any right to employment or continued guarantee employment for any specified period) period of time for, or preclude the ability of Buyer or any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended Buyer Designee to be for the benefit of or otherwise be enforceable by, any third party, including, without limitationterminate, any Transferred Employees. No provision of this Section 5.4 shall create Employee for any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan reason, or (ii) require Buyer or any plan or arrangement which may be established or maintained by Buyer, shall be construed Buyer Designee to establish, amend, or modify an Benefit Plan or continue any other employee benefit plan, program, agreement or policy and arrangement nor shall require Seller, of Buyer or any Affiliate of Seller a Buyer Designee or Buyer to continue prevent the amendment, modification or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Lawtermination thereof after the Closing Effective Time.

Business Employees. (a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of those Business Employees of Seller set forth listed on Schedule 5.4(b5.4(a). Schedule 5.4(a) whom shall be specifically identified prepared and agreed upon by Seller and Buyer prior to the Closing. The initial term of employment Closing Date; provided that Schedule 5.4(a) shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end include at least 80% of the initial three (3) month term, the Buyer or Buyer Designee Business Employees. Seller shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee with reasonable access to the Business Employees to allow Buyer or a Buyer Designee to make offers of employment and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee, including with respect ’s effort to notice and other procedural requirementshire any Business Employees. Any offered Employee Business Employees who accepts accept Buyer’s or a Buyer Designee’s offer of employment and commences employment employment, as of the Closing Date, are referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. (b) Buyer shall maintain, or cause each Buyer Designee to maintain, for a period of at least twelve (12) months after the Closing Date, severance benefits under terms and conditions no less favorable than those set forth on Schedule 5.4(b) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before the first anniversary of the Closing Date other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. As of the Closing Date, Buyer intends to keep in effect the terms and conditions of employment of the Transferred Employees, as in effect on the Closing Date; however, Buyer reserves the right to review such terms and conditions and make any changes therein (including, cancellation or replacement thereof) as Buyer deems necessary or appropriate in its discretion. (c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Employees employee benefits on terms that are no less favorable than employee benefits offered to similarly situated employees of Buyer or a the applicable Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. Each employee benefit plan, program, policy and arrangement of Buyer or an Affiliate of Buyer, including any Pension Plans, Welfare Plans, vacation plans and severance plans, shall recognize to the extent permitted by Buyer’s or a Buyer Designee’s plans and to the extent that it is administratively feasible to do so at no additional cost or expense to Buyer or Buyer Designee for purposes of determining eligibility to participate, vesting and for any schedule of benefits based on service, all service with Seller, including service with predecessor employers that was recognized by Seller and any prior unbridged service with Seller, provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. Buyer or the applicable Buyer Designee will continue to provide tuition assistance to those Transferred Employees who are receiving such benefits as of the Closing Date for the current academic session, in each case as set forth on Schedule 3.10(a). Upon hire, Seller shall pay out to each Transferred Employee the amount of paid time off and sabbatical credited to such Transferred Employee by Seller as of the Closing Date. (d) Seller and Buyer intend intends that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, employment of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything Buyer intends that each Transferred Employee shall be treated as a new employee of Buyer or the applicable Buyer Designee, subject only to Buyer’s commitments hereunder. (e) Buyer agrees that its and its Affiliates’ health and welfare plans shall, to the contrary extent permitted by such plans, waive any pre-existing condition exclusion (to the extent such exclusion was waived under applicable health and welfare plans offered to the Transferred Employees by Seller) and any proof of insurability. Seller shall remain responsible for any benefits payable under a Benefit Plan with respect to claims incurred by Business Employees prior to or on the Closing Date. (f) The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) as a result of the transactions contemplated by this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent . Seller will be responsible for providing any notification that may be required under the WARN Act with respect to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Business Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances the Closing Date. Buyer will be responsible for providing any notification that would not require payments of severance benefits may be required under Seller’s severance planthe WARN Act with respect to any Transferred Employees terminated after the Closing Date. e(g) Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Lawcause. Nothing in this Section 5.4Neither Buyer, expressed or impliedBuyer’s Designee, nor Seller shall confer upon make any employee or former employee of Seller or related entities (including, without limitation, representation inconsistent with the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason terms of this Section 5.4Agreement to any Business Employees regarding Buyer’s or Buyer Designee’s intentions or plans to hire or not hire any Business Employees or to assume or honor or to not assume or honor any collective bargaining agreement, or regarding Seller’s intention to continue to employ or not employ any Business Employees after the Closing Date. It is expressly agreed Buyer, Buyer’s Designee, and Seller shall instruct their respective management and supervisory employees involved in negotiating this transaction to refrain from any representations that are inconsistent with the provisions terms of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable LawAgreement.

Business Employees. (a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer shall make offers of employment to at least to, or otherwise employ by operation of law, the number of Business Employees of Seller set forth listed on Schedule 5.4(b3.10(a) whom (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall be specifically identified by cooperate and assist in facilitating Buyer’s or a Buyer prior Designee’s offers and will not take any action, or cause any of the Subsidiaries to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for causetake any action, which cause shall would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 3.10(a) required to be determined disclosed by the Buyer or Buyer Designee in its sole discretion. At the end applicable Law of the initial three (3) month term, jurisdiction in which the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines Employee is located in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying connection with the terms sale of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing DateMobility Business. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees Business Employees to Buyer or a Buyer Designee, including with respect to notice notice, consultation and other procedural requirements. Any offered Employee The parties will enter into an Assignment and Bxxx of Sale and Assumption Agreement for relevant jurisdictions outside the United States where necessary or appropriate for the transfer of such Business Employees and shall cooperate to complete all requisite consultation and related objection periods prior to the Closing Date. Business Employees who accepts accept Buyer’s offer of employment and commences or otherwise transfer to Buyer or a Buyer Designee by operation of Law, as of the effective date of their employment with Buyer, shall be referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law. c(b) Buyer or the applicable Buyer Designee will comply with applicable Law regarding terms of employment of Transferred Employees. Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, until at least December 31, 2008 during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, salary offered by Seller or the applicable Subsidiary immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i3.10(a). Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees employee benefits that, in the aggregate, are no less favorable than those provided to similarly situated employees of Buyer or the applicable Buyer Designee; provided, that Buyer shall have no obligation to provide compensation in the form of equity incentives to the Transferred Employees. Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. Each employee Benefit Plan, program, policy and arrangement of Buyer or an Affiliate of Buyer, Welfare Plans, vacation plans and severance plans, shall recognize to the extent permitted by Buyer’s or a Buyer Designee’s plans and to the extent that it is administratively feasible to do so (i) for purposes of satisfying any deductibles, co-pays and out-of-pocket maximums during the coverage period that includes the Closing Date, any payment made by any Transferred Employee towards deductibles, co-pays and out-of-pocket maximums in any health or other insurance plan of Seller or a Subsidiary and (ii) for purposes of determining eligibility to participate, vesting and for any schedule of benefits based on service, all service with Seller or a Subsidiary, including service with predecessor employers that was recognized by Seller or a Subsidiary, provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. Buyer or the applicable Buyer Designee will continue to provide (x) relocation assistance to those Transferred Employees receiving it as of the Closing Date and (y) tuition assistance to those Transferred Employees who are receiving such benefits as of the Closing Date for the current academic session, in each case as set forth on Schedule 5.4(b). Buyer or the applicable Buyer Designee will honor the terms and conditions of Seller’s international assignee program, including repatriation upon completion of assignment, completion bonuses, Tax equalization and Tax return preparation, with respect to Transferred Employees who are on international assignment as of the Closing Date, in each case as set forth on Schedule 5.4(b), except that these costs shall be allocated between the parties based on the portion of the international assignment occurring before or on the Closing Date (which shall be Seller’s or the applicable Subsidiary’s obligation) and after the Closing Date (which shall be Buyer’s or the applicable Buyer Designee’s obligation). For sake of clarification, except where required by applicable Law and subject to appropriate arrangements between Buyer and Seller with respect to the liabilities associated with respect to such plans, including the transfer of any funds associated therewith, Buyer is not assuming any Pension Plan liabilities or offering any Pension Plan benefits. d(c) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, employment of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, provide severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d5.4(c) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 2008 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. (d) Buyer agrees that its and its Affiliate’s health and Welfare Plans shall waive any pre-existing condition exclusion (to the extent such exclusion was waived under applicable health and Welfare Plans offered to the Transferred Employees by Seller or a Subsidiary) and any proof of insurability. Seller or the applicable Subsidiary shall remain responsible for any benefits payable under a Benefit Plan with respect to claims incurred by Business Employees prior to or on the Closing Date. (e) Notwithstanding anything herein As soon as practicable following the Closing Date, Buyer shall cause one or more defined contribution savings plans intended to qualify under sections 401(a) and 401(k) of the contraryCode (the “Buyer Savings Plan”) to provide for the receipt of Transferred Employees’ lump sum cash distributions, nothing in the form of an eligible rollover distribution from the Agere Systems Inc. Management 401(k) Plan, provided such rollovers are made at the election of the Transferred Employees and in accordance with the terms of the Buyer Savings Plan. Seller shall cause the Agere Systems Inc. Management 401(k) Plan to permit the Transferred Employees to elect a lump sum cash distribution of benefits accrued through the Closing Date in accordance with the Code. (f) Seller shall make and be responsible for incentive compensation payments, if any, to Transferred Employees for the period from October 1, 2006 to and including the Closing Date in accordance with its short-term incentive plan in effect for any such period. (g) The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) as a result of the transactions contemplated by this Agreement. Seller will be responsible for providing any notification that may be required under the WARN Act with respect to any of its employees. Buyer will be responsible for providing any notification that may be required under the WARN Act with respect to any Transferred Employees terminated after the Closing Date. (h) Nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless cause, or to assume any collective bargaining agreements under this Agreement. (i) This Section 5.4 specifies the full extent of Buyer’s obligation with respect to the Transferred Employees after the Closing Date, except as may be required otherwise under by applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law.

Business Employees. 13.1 The parties acknowledge and agree that the sale of the Business from the Seller to the Purchaser is a “relevant transfer” within the meaning of the Transfer Regulations. 13.2 If for any reason the contracts of employment of any of the Business Employees are not automatically transferred to the Purchaser pursuant to the Transfer Regulations, the Purchaser shall immediately offer to employ such persons on terms and conditions no less favourable to the Business Employees than the terms on which they were employed immediately prior to Closing, the terms of which offer shall be agreed with the Seller in advance, and the Seller will promptly release the Business Employees who accept such offer from their contracts of employment. 13.3 If any contract of employment of a person whose name has not been disclosed to the Purchaser (the Non-Disclosed Employees) has effect as if originally made between the Purchaser and the Non-Disclosed Employees as a result of the Transfer Regulations, then: (a) Prior the Purchaser may, within 12 months from the date of this Agreement give notice to the Closing, Seller of the identities of the Non-Disclosed Employees; and (b) the Seller shall update have the information provided in Schedule 3.10(a)(i) as option of the Closing Date. b) As of the Closing Date, Buyer shall make making offers of employment to at least the number Non-Disclosed Employees and the Purchaser will promptly release any Non-Disclosed Employees who accept such an offer from their contracts of Business Employees employment; and (c) if such offers are not made, or are made but not accepted, within 1 month of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior notice being given to the Closing. The initial term Seller in accordance with clause 13.3(a), the Purchaser may within 1 month give notice to the Non-Disclosed Employees to terminate their contracts of employment; and (d) where the Purchaser has given notice to the Non-Disclosed Employees in accordance with clause 13.3(c), the Seller shall indemnify the Purchaser against any Liabilities arising out of or in connection with such terminations and against any sums payable to or in relation to any Non-Disclosed Employee under his contract of employment shall from Closing to the date of such termination, but excluding any claim that a tribunal award should be for increased pursuant to a period no less than three (3) months, subject to termination for cause, which cause shall be determined failure by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option Purchaser to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws relevant statutory procedures in connection with any such termination. 13.4 The Seller shall indemnify the transfer of Purchaser against any Liabilities which are attributable to any breach or default by the employees Seller (or its predecessors as employer) prior to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that of the Seller’s obligations or duties as employer (in either case, whether arising under contract, common law, statute, or otherwise) to or in relation to any of the Business Employees or the Non-Disclosed Employees and which the Purchaser may incur as a result of succeeding to the Seller pursuant to the Transfer Regulations in relation to the contracts of employment, excluding: (a) any claims in respect of which the Purchaser is able to recover under any insurance; (b) any claim relating to an obligation to make any payment in respect of the Employee or Business Employee’s period of continuous employment prior to Closing as a result of the termination of any Employee or Business Employee’s employment on or after Closing; (c) any claim relating to any payment or benefit to be provided under or in connection with an occupational pension scheme; (d) any Benefit Plan claim relating to the continuation after Closing of any employment practice, policy, terms or conditions applicable to any Employee or Business Employee prior to Closing; (e) any claim that a tribunal award should be increased pursuant to section 31 of the Employment Xxx 0000 as a result of a failure by the Purchaser to comply with a statutory dispute resolution procedure; and (f) any claim by or on behalf of any Employee or Business Employee arising out of or in connection with the Seller’s failure to comply with any legal obligation to supply information to and/or consult with a representative of that Employee or Business Employee or to comply with a tribunal order to pay compensation for such failure, excluding any claims in respect of the failure by the Seller to comply with its duties pursuant to Regulation 13 of the Transfer Regulations by virtue of the Purchaser’s breach of Regulation 13(4). For the purposes of this clause 13.4, claim shall include any grievance made under a grievance procedure. 13.5 The Purchaser shall indemnify the Seller against any Liabilities which arise from the employment by the Purchaser (or any plan subsequent employer) of the Employees or arrangement Business Employees on or after Closing or are attributable to any act or omission (or alleged act or omission) by the Purchaser in relation to any of the Employees or Business Employees or former employees of the Seller or former employees of the Target Company or any person who would have been an Employee or Business Employee but for such act or omission (or alleged act or omission) of the Purchaser and whether the act or omission takes place before or after Closing. This shall include, but shall not be limited to, any liability arising out of the termination of employment or dismissal of any Employee or Business Employee or such other person, any substantial change in working conditions to the material detriment of any Employee or Business Employee or such other person, any failure by the Purchaser to offer terms and conditions of employment which are no less favourable than those which apply to the Employees and Business Employees up to Closing, and any failure by the Purchaser to comply with its obligations under regulation 13(4) of the Transfer Regulations. 13.6 The Purchaser shall provide the Seller with such information as the Seller may be established reasonably request in writing to enable it to comply with any legal requirement (whether statutory or maintained by Buyerpursuant to any written agreement with any trade union or other employee body) in relation to the Proposed Transaction to consult with or inform the Business Employees (or any of them), shall be construed to establish, amend, or modify an Benefit Plan a relevant trade union or any other benefit plan, program, agreement employee representatives. 13.7 Within 10 Business Days following Closing the Seller shall deliver to the Purchaser PAYE records relating to each of the Business Employees duly completed up to Closing. 13.8 The Seller shall prior to Closing provide to the Purchaser such personnel files as the Seller has in its possession or arrangement nor under its control relating to the employment of the Employees or Business Employees. 13.9 The Seller shall require be responsible for the payment of any retention bonus or Sales Bonus to or for any Business Employee who is engaged in the Business by the Seller and which is agreed by the Seller prior to Closing. 13.10 The Seller undertakes that it will: (a) notify the Purchaser in writing as soon as reasonably practicable upon receipt of a notice to exercise an Option by an Optionholder on or after Closing (an Exercise) and such notification shall request details from the Purchaser of the amount of any UK income tax and employee national insurance liability that shall arise upon an Exercise. The notification shall provide details of the Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan ’s Guarantor’s share price and any such plan other information as the Purchaser may reasonably require to calculate an Optionholder’s income tax (in the case of an Optionholder who is an Employee) and employee national insurance liability (in the case of an Optionholder who is an Employee or a Business Employee); (b) subject to the Purchaser complying with clause 13.11(b), it shall pay to the Purchaser an amount equal to all employers’ national insurance arising on an Exercise; and (c) subject to the Purchaser complying with clauses 13.11(a) and (b) hereof, in respect of an Exercise remit such amounts, in pounds sterling, referred to in clauses 13.11(a) and (b) by a telegraphic transfer forthwith to such UK bank account as the Purchaser shall notify to the Seller in writing and in any event such transfer shall be amended made no later than ten Business Days from the date of the relevant Exercise provided that the Purchaser shall have provided sufficient details of its nominated UK bank account within this time. 13.11 The Purchaser undertakes that it will: (a) advise the amount, in pounds sterling, required to meet any UK income tax (in the case of each Employee) and employee national insurance liability (in the case of each Employee and each Business Employee) arising on an Exercise; (b) advise the amount, in pounds sterling, required to meet the employers’ national insurance liability arising on an Exercise; (c) discharge to the relevant tax authority all tax and national insurance liabilities detailed in clauses 13.11(a) and (b) hereof arising from an Exercise; and (d) subject to the Seller’s compliance with clause 13.10(b), pay to the Seller an amount equivalent to the Corporation tax which would otherwise would have been payable if a corporation tax deduction is obtained and used to relieve or terminated in accordance mitigate a corporation tax liability by the Purchaser or any member of the Purchaser’s Group under Schedule 23 to the Finance Act as a result of an Exercise. 13.12 To the extent that the Seller complies with its terms undertakings in clause 13.10 (above), it shall have no further obligations to the Purchaser, Target Company or any member of the Purchaser Group in respect of the income tax, employee national insurance and applicable Lawemployers’ national insurance on an Exercise. 13.13 The Seller agrees between the date of this Agreement and Closing to co-operate with the Purchaser with respect to the Purchaser’s possible recruitment of employees specified in Exhibit 6 by providing information to those persons about the Purchaser and the Purchaser Group and allowing the Purchaser reasonable access to communicate with those employees.

Business Employees. a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) 5.2.1. As of the Closing Date, Buyer shall Leadtek reserves the right to make offers of employment to at least the number of all Business Employees. Business Employees who accept such offer of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) monthsemployment, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end as of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms effective date of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences their employment with Buyer Leadtek or a Buyer Designee one of its Affiliates shall be referred to as "Transferred Employees." Notwithstanding any other provision of this Agreement, any Business Employee whose employment with Netergy terminates before the Closing Date shall not be a “Transferred Employee”, regardless of whether he or she is hired by Leadtek or any of its Affiliates, and Leadtek shall not be obligated to offer employment to any such individual. Employment of the Transferred Employees with Buyer or a Buyer Designee Leadtek shall be effective as of the business day following the close of business on the Closing Date ("Start Date"). Except as specifically provided in this Section 5.2, Leadtek shall indemnify, defend and hold harmless Netergy and its Affiliates from any and all claims, causes of actions, charges or suits asserted or brought by any Business Employee arising out of or in connection with the Leadtek's employment of or failure to offer employment to, or Leadtek's termination of employment of, any Business Employee not in accordance with the terms of this Agreement, including claims for severance or other separation benefits and employment discrimination claims. On the Closing Date, the Transferred Employees' employment with Netergy will be terminated according to Netergy's standard procedure. Leadtek shall regard the Transferred Employees as any new employees hired using Leadtek's standard procedures. c) Where terms are not dictated 5.2.2. Netergy shall be solely responsible for all liabilities for accrued vacation, personal days, severance pay and benefits or other payments resulting from the transactions contemplated by applicable Law, Buyer this Agreement or a Buyer Designee shall provide, arising on or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account i) with respect to the 2018 salary increasesBusiness Employees including the Transferred Employees that arise as a result of the actual or constructive termination of their employment with Netergy and its Affiliates, (ii) with respect to Business Employees as set forth on Schedule 3.10(a)(i)to whom Leadtek complies with Section 5.2.1 who do not become Transferred Employees and/or (iii) that arise out of or result from actions of Netergy and its Affiliates. 5.2.3. Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan Nothing herein shall be transferred to Buyer construed as a representation or any Affiliate guarantee by Netergy that Business Employees will accept Leadtek's or its Affiliate's offer of Buyeremployment or will continue in employment following the Closing Date. d) Seller 5.2.4. Leadtek shall assume and Buyer intend that be responsible for all liabilities and obligations arising out of or relating to the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, employment of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately by Leadtek after the Closing applicable Start Date. 5.2.5. Notwithstanding anything to the contrary Except as specifically provided otherwise in this AgreementSection 5.2, Buyer Netergy shall provide, at a minimum, severance benefits substantially equivalent to retain and be solely responsible for all obligations and liabilities arising out of or relating to: (i) Benefit Plans; (ii) the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments the applicable Start Date of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at by Netergy and its Affiliates; (iii) the employment by Netergy and its Affiliates of any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or individuals (including Business Employees and former employee employees of Seller or related entities (including, without limitation, the Business) who do not become Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment Employees for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employeesreason. 5.2.6. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, 5.2 shall be construed to establishrequire the provision of compensation and benefits to Transferred Employees following termination of their employment with Leadtek, amendother than compensation and benefits that are by their nature provided after termination of employment (such as severance pay and retirement benefits). 5.2.7. Schedule 5.2.7 contains a list of all employment contracts including trade secret protection policies, all pension, bonus, profit-sharing, stock option, or modify an Benefit Plan other agreements or arrangements providing for employee remuneration or benefits to which Netergy is a party or by which Netergy is bound that are related to the Business Employees. To the best of Netergy's knowledge, all these contracts and arrangements are in full force and effect, and neither Netergy nor any other of its Affiliates are in default under any of them, nor has any event occurred that with notice, lapse of time, or both would constitute a default by Netergy under any of these agreements. There have been no claims of defaults and, to the best of Netergy's knowledge, there are no facts or conditions that if continued, or on notice, will result in a default under any of these contracts or arrangements. There is no pending or, to Netergy's knowledge, threatened labor dispute, strike, or work stoppage affecting or related to the Business or the Purchased Assets. To the best of its knowledge, Netergy has complied with all applicable laws for each of its and its Affiliates respective employee benefit plans, including the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") if and to the extent applicable. There are no threatened or pending claims by or on behalf of any such benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and employee covered under any such plan may be amended plan, that allege a breach of fiduciary duties or terminated violation of other applicable state of federal law, nor is there, to Netergy's knowledge, any basis for such a claim. Except as set forth in accordance with its terms and applicable LawSchedule 5.2.7, Netergy has not entered into any severance or similar arrangement in respect of the Business Employees that will result in any absolute or contingent obligation of Leadtek to make any payment to any Business Employees.

Business Employees. (a) Prior On the Closing Date, Buyer will offer employment to those employees of the ClosingBusiness identified on Exhibit 5.9(a) (the “Offered Employees”), with such employment to commence immediately following the Closing Date (subject to each such Offered Employee’s satisfaction of any pre-employment conditions imposed by Buyer), and, thereafter, Seller shall update will terminate the information provided in Schedule 3.10(a)(i) Offered Employees as of the Closing Date. Any such offers of employment by Buyer will be on an “at will” basis and will be contingent upon each Offered Employee accepting employment with Buyer on the terms set forth in Section 5.9(g) and such additional terms and conditions as Buyer may determine, including the satisfactory outcome of Buyer’s normal background screening process. Those Offered Employees who accept such offers of employment effective as of immediately following the Closing Date and who successfully satisfy all conditions of employment established by Buyer will be referred to herein as the “Buyer Employees”. Prior to and through the Closing Date, Seller will be liable for all accrued but unpaid salaries, wages, vacation or other paid time off, incentive compensation or other Liabilities related to the employment of the Offered Employees. Notwithstanding anything contained in this Section 5.9 or elsewhere, (i) Seller will remain responsible for payment of any and all wages, severance, retention, change in control or other similar compensation or benefits which are or may become payable in connection with the consummation of the Transactions; and (ii) Buyer will be responsible for the payment of compensation, bonus or other payment owed to any Buyer Employee arising after the Closing Date as a result of Buyer’s employment of such Buyer Employee. (b) As Except as expressly assumed pursuant to this Agreement, Buyer will not have any Liabilities with respect to any Offered Employee or any employee on an extended leave of absence or any Legal Proceeding thereof or related thereto. (c) Buyer will not assume any, and Seller will retain all, responsibilities and Liabilities with respect to all Benefit Plans. (d) Buyer shall credit service accrued by Buyer Employees with Seller as of the Closing Date (i) for eligibility and vesting purposes under the benefit plans, programs, policies and arrangement (but excluding for vesting purposes under any equity-based arrangements) of Buyer and (ii) for future benefit accrual purposes under all applicable vacation or paid time off policies; provided that in no event shall such credit result in the duplication of benefits or the funding thereof. (e) Seller shall retain responsibility for providing continued group health plan coverage under COBRA with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation section 54.4980B-9, Q&A-4 for the maximum time period such coverage is required to be made available to M&A qualified beneficiaries under COBRA. (f) Seller shall retain responsibility for any required notice obligation to current employees under the Worker Adjustment and Retraining Notification Act or any similar Applicable Laws; and Seller shall be responsible for any incurred liability, penalty or other charge related to such obligations. (g) Notwithstanding any other provision of this Agreement, Buyer’s offer of employment to Offered Employees shall include the following: (i) compensation that is substantially comparable in the aggregate to the compensation received by such Offered Employee immediately prior to Closing, (ii) employee benefits that are substantially comparable in the aggregate to the employee benefits received by similarly situated employees of Buyer as of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller (iii) such other terms as set forth on Schedule 5.4(bExhibit 5.9(g), and (iv) whom shall be specifically identified by Buyer prior a sign-on bonus in the amount, and subject to the Closing. The initial term terms, set forth on Exhibit 5.9(g), to be paid at or promptly following Closing by Seller through Seller’s payroll process. (h) Buyer and Seller acknowledge and agree that all provisions contained in this Section 5.9 are included for the sole benefit of employment shall be for a period no less than three Buyer and Seller, and that nothing in this Agreement creates any third-party beneficiary or other right (3A) monthsin any other Person, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end including any employee of the initial three Business or any Buyer Employee, or (3B) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences continued employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing DateSeller. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

Business Employees. a) Prior to 12.1 The parties intend that the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as contracts of employment of the Closing Date. b) As Employees of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall Businesses will have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following effect from the close of business on the Closing Date.Date as if originally made between the Purchaser and those Employees. Accordingly, if the rights, powers, duties, liabilities and obligations of the Seller in respect of any contracts of employment with those Employees in force immediately before the Closing Date do not transfer to the Purchaser in accordance with local applicable laws: c(a) Where terms are not dictated by applicable Law, Buyer the Purchaser or a Buyer Designee member of the Purchaser Group shall provide, or make offers of employment to the relevant Employees to take effect on close of business on the Closing Date on terms and conditions (which shall cause to be provided, to Transferred Employees, during their employment include treating any period of service with Buyer or any member of the Seller Group as if it were service with the Purchaser) which are no less favourable taken as a Buyer Designee, at a minimum, whole than those on which each such Employee was employed by the same base salaries or, as applicable, base wage rates, offered by relevant member of the Seller Group immediately prior to the Closing Date or as required by applicable law; and (but taking into account the 2018 salary increasesb) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance where those Employees accept such offers of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon Seller will ensure that they are released from employment with the consummation relevant member of the transactions contemplated hereby Seller Group with effect from the close of business on the Closing Date or on the date of acceptance of employment with the Purchaser, if later. 12.2 The Purchaser shall indemnify and that such employees will have continuous and uninterrupted hold harmless the Seller against any Liabilities or Costs incurred by the Seller Group to the extent they arise from or are attributable to the employment immediately before and immediately or termination of employment of the Employees after the Closing Date. Notwithstanding anything Date including, without limitation (i) any Liability or Costs arising out of any failure by the Purchaser or any member of the Purchaser’s Group to offer terms and conditions of employment and working conditions which are no less favourable than those which apply to Employees up to the contrary Closing Date or as required by law; and (ii) any Liability or Costs arising from an Employee declining an offer of Employment made by the Purchaser or any member of the Purchaser’s Group in this Agreement, Buyer accordance with clause 12.1. 12.3 The Seller shall provide, at a minimum, severance benefits substantially equivalent indemnify and hold harmless the Purchaser against any Liabilities or Costs incurred by the Purchaser Group: (a) to the benefits contained extent they arise from or are attributable to any breach or default by the Seller prior to the close of business on the Closing Date in the plans listed respect of any of its obligations or as described on Schedule 5.4(dduties to, or in relation to, any of its employees or former employees; and/or (b) to Transferred Employees whose employment the extent they otherwise relate to any employee of the Seller who is terminated involuntarily by Buyer on not an Employee, and in each case which the Purchaser or before December 31, 2017 other than terminations in circumstances that would not require payments any member of severance benefits under Sellerthe Purchaser’s severance plan. e) Notwithstanding anything herein Group may incur or suffer as a result of succeeding to the contrary, nothing Seller in this Agreement shall require Buyer relation to the contracts of employment of Employees or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of the Seller, whether by operation of law or as a result of making offers of employment under clause 12.1, save in each case to the extent that any such Liability or Claim arises directly or indirectly from any failure by the Purchaser to provide the Seller with the information required from the Purchaser to enable the Seller to comply with its obligations. 12.4 The Purchaser shall provide the Seller with such information as the Seller may reasonably request in writing as is necessary for the Seller to comply with any legal requirement (whether statutory or related entities pursuant to any written agreement with, or the constitution of, any employee body) in relation to the Proposed Transactions to consult with or inform the Employees (includingor any of them), without limitationa relevant trade union or any other employee representatives. 12.5 The Purchaser shall assume from the Closing Date liability for leave entitlements attributable to Employees. 12.6 The Seller shall, within 60 days of Closing, calculate the amounts which would have been payable to any of the Employees participating in the Seller’s Management Bonus Scheme if a bonus had been calculated for them on the terms of that scheme but: (a) based on the results of the Target Enterprise for the period from and including 1 January 2006 to and including the Effective Date; and (b) calculated using target numbers which are (i) for any completed quarter, the Transferred Employeestargets in the budget of the Target Enterprise for that quarter; and (ii) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) part of a quarter, a pro rata percentage of the targets in the budget of the Target Enterprise for that quarter, (as so calculated, the Part-Year Bonus Payments). Having made that calculation, the Seller shall notify the Purchaser in writing of the amounts concerned and the Employees to whom they are respectively owed. The Seller shall pay to the Purchaser an amount equal to the aggregate of such Part-Year Bonus Payments plus an amount equal to any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to employer’s national insurance contributions which would be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons payable in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyerpayments in those amounts being made to the relevant Employees. The Purchaser shall then promptly pay to each relevant Employee an amount equal to the respective Part-Year Bonus Payment, shall be construed after deducting the applicable employee national insurance contributions and PAYE, and then both account for the national insurance and PAYE amounts so deducted and pay the applicable employer national insurance contributions to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable LawHMRC.

Business Employees. (a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(iNo fewer than forty (40) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately days after the Closing Date. Notwithstanding anything to the contrary in date of this Agreement, Buyer shall providedeliver to Seller a list of such Business Employees to whom Buyer will not offer employment as of the Closing subject to applicable Law (the “Non-Continuing Employees”). Notwithstanding the foregoing and for the avoidance of doubt, at in no event shall a minimum, severance benefits substantially equivalent Business Employee be deemed a Non-Continuing Employee to the extent it would contravene applicable foreign Law. At this time, Buyer shall also deliver to Seller copies of the employment packages to be offered to each Business Employee (except the Non-Continuing Employees), including identification of the salary, bonus, compensation, benefits contained and other terms and conditions of employment to be offered to such employees. (b) Subject to Section 1.6(e), Buyer shall reimburse Seller for the costs of any severance or pay in lieu of notice associated with the plans listed Non-Continuing Employees, whether such severance or as described on Schedule 5.4(d) pay is due to Transferred Employees whose employment is terminated involuntarily by Buyer on such employees pursuant to applicable Law, including the Worker Adjustment and Retraining Notification Act or before December 31any analogous state law (collectively, 2017 other than terminations in circumstances that would not require payments of severance benefits under the “WARN Act”), pursuant to Seller’s severance plancustomary practices and policies, or under Contract. Buyer shall reimburse Seller for such costs as follows: (i) No fewer than five (5) Business days prior to the anticipated Closing Date, Seller shall provide an estimate of such costs associated with the Non-Continuing Employees (the “Estimated Severance Amount”), along with reasonable documentation supporting the calculation of the Estimated Severance Amount (subject to compliance with applicable privacy or similar Laws) and Buyer shall pay such Estimated Severance to Seller at the Closing by wire transfer of immediately available funds in accordance with the written payment instructions delivered by Seller to Buyer pursuant to Section 1.5(c). e(ii) Notwithstanding anything herein No fewer than ninety (90) days following the Closing, Buyer shall notify Seller of any terminations of any Continuing Employees within such ninety (90) day period). Within fifteen (15) days thereafter, Seller shall notify Buyer of the final costs associated with the Non-Continuing Employees (the “Final Severance Amount”), which shall include any WARN Act liability for Non-Continuing Employees that may be triggered by Buyer’s termination of Continuing Employees within the ninety (90) period immediately following the Closing, if any, and within five (5) Business days following such notification, (x) Buyer shall pay to the contrarySeller, nothing by wire transfer of immediately available funds in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time accordance with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitationSeller’s written payment instructions, the Transferred Employeesamount, if any, by which the Final Severance Amount exceeds the Estimated Severance Amount or (y) any rights Seller shall pay to Buyer, by wire transfer of immediately available funds in accordance with Buyer’s written payment instructions, the amount, if any, by which the Estimated Severance Amount exceeds the Final Severance Amount. If requested by Buyer, Seller shall provide reasonable documentation supporting the calculation of the Final Severance Amount, subject to compliance with applicable privacy or remedies similar Laws. (including, without limitation, any right to employment or continued employment for any specified periodc) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the The provisions of this Section 5.4 are 5.7 shall not intended apply to be for Business Employees located in foreign jurisdictions. The provisions of the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 relevant Selling Subsidiary Acquisition Agreement shall create any rights govern with respect to matters relating to Business Employees located in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Lawforeign jurisdictions.

Business Employees. aAs soon as practicable following the date hereof, but in any event, not less than fourteen (14) Prior calendar days prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, the Buyer shall make offers of offer employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following Closing) to each active Business Employee (it being understood that Schedule 1.1(b) shall be modified (x) by the close Seller for Business Employees who have left employment or the replacement thereof or (y) by mutual agreement of business on the Buyer and the Seller at least ten (10) Business Days prior to the Closing to reflect changes in the Persons comprising the Business Employees between the date hereof and the date of such modification) whether salaried or hourly, in a comparable job or position and geographic location as in effect immediately prior to the Closing Date. c, (i) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, salary or wage level and bonus opportunity that is comparable in the same base salaries or, as applicable, base aggregate to the salary or wage rates, offered by Seller level and bonus opportunity to which such Business Employees were entitled immediately prior to the Closing Date and (but taking into account ii) with benefits, perquisites and other terms and conditions of employment that are at least as favorable in the 2018 salary increasesaggregate as the benefits, perquisites and other terms and conditions that similarly situated employees of the Buyer and its Affiliates receive. All non-active Business Employees shall be offered employment by the Buyer if they return to active work within 180 days of the Closing Date, subject to each such Business Employee providing Buyer (upon Buyer’s request) with medical certification that they are able to perform the essential functions of their job with or without a reasonable accommodation. Business Employees who accept such offers of employment from and actually commence employment with the Buyer are referred to herein as set forth on Schedule 3.10(a)(i)“Transferred Employees”. Except The employment of each Transferred Employee shall be deemed terminated with Seller as expressly set forth of the date such employee commences employment with Buyer. The obligation of the Buyer to provide the conditions of employment relating to pay, severance and employee benefits in accordance with this Section 5.4, no Benefit Plans or assets 5.6(a) shall continue for a period ending not earlier than the one (1) year anniversary of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything No later than the date that is five (5) Business Days prior to the contrary in this AgreementClosing Date, the Buyer shall provide, at a minimum, severance benefits substantially equivalent notify the Seller as to each Business Employee who has accepted employment with the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of its Affiliates pursuant to this Section 5.6(a), and each Business Employee who has rejected the Buyer’s offer of employment. The Buyer shall not assume any of the Business Benefit Plans. The Buyer shall reimburse the Seller or Buyer and its Affiliates for any costs incurred related to continue or amend any particular benefit plan and any severance payments payable to the Business Employees solely as a result of the Buyer’s failure to make an offer of employment to such plan may be amended or terminated Business Employees in accordance with its the terms of this Agreement and applicable Lawthe Seller’s consequent termination of such Business Employee.