Common use of Business Employees Clause in Contracts

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall will cause one of its Subsidiaries to) ) (i) continue the employment on and after the Closing Date of each Business Employee who is currently employed by a Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each other current Business Employee who is actively employed at the Business (each an “Active Employee”) , in both cases on the terms set forth in this Section 7.019.01. For this purposethe avoidance of doubt, a current Business Employees include any Business Employee will be considered “actively employed” if who is, immediately prior to the Closing DateClosing, they are absent from work on account of paid time-off, vacation, sick or personal leave, leave (but not short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal disability or long-term disability; provided that any offer by Buyer to employ any such Business ), worker’s compensation or leave of absence (other than a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180Plan) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to and any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law (such as, without limitation, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act and any Applicable Law that requires employers to permit the return of their employees following a leave of absence (each e.g., maternity leave)). Any U.S. Business Employee who is, immediately prior to the Closing, absent from work on account of short-term disability shall receive an “Inactive Employee”), offer of employment from Buyer shall offer employment to each such Inactive Employee effective (or one of its Subsidiaries) on the first date such Inactive Employee terms set forth in this Section 9.01 when he or she is eligible able and willing to return to work active employment; provided that such individual so returns within six months following the Closing Date (in this regard, Buyer or such date as Subsidiary shall make any reasonable accommodation required under Applicable Law to accommodate the disability that resulted in such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided individual being on such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Lawshort-term disability). Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Business Employees described in clause (i) who continue such employment and Business Employees described in clause (ii) (including in each case any Business Employees returning from short-term disability) who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside in the United States shall collectively be the “U.S. Transferred EmployeesEmployees (U.S.)”. Transferred Employees who are based primarily outside of the United States shall collectively be the “Transferred Employees (Non-U.S.)”. Buyer and Seller agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for Transferred Employees (U.S.). (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. (a) Immediately Seller agrees that Buyer may hire effective as of the Closing Date all of the Business Employees except the two employees covered by the Facilities and Services Agreement. Seller agrees to cooperate with Buyer in providing notice of termination to such Business Employees as of the Closing Date. (b) All Employees who accept employment with Buyer as of the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Buyer on the same basis as such plans and benefits are offered to employees of Buyer with comparable positions with Buyer. For purposes of this Section, "employee benefit plans and other fringe benefits," includes, without limitation, health insurance benefits, disability, life and accident insurance, sickness benefits, and vacation. All eligibility waiting periods and pre-existing condition exclusions shall be waived under Buyer's employee benefit plans with respect to such Business Employees and their dependents to the extent they had been waived or satisfied under similar plans of the Seller immediately prior to the Closing Date. Notwithstanding anything in this Section 6.06(b) or elsewhere in this Section 6.06, but subject Buyer shall not be obligated to provide an Employee with any pension, medical, vacation or other benefits that are not currently provided by Buyer to its existing employees or with any benefits that exceed the level of benefits provided by Buyer to its existing employees. (c) Seller shall be responsible for payments for accrued vacation not taken by a Business Employee prior to the ClosingClosing Date and for all earned incentive compensation including bonuses, if any, with respect to service completed prior to the Closing Date. Seller shall offer Employees who accept positions with Buyer the option to receive cash or to transfer to Buyer their accrued vacation days or fractions thereof earned but unused while employed by Seller. In the event any Employee elects to receive cash upon employment by Buyer, Seller shall terminate make a cash payment to such Employee within 10 days after the Closing Date. In the event any such Employee elects to have his or her accrued vacation transferred upon employment of each Business Employee who is actively employed at the Business. by Buyer, Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. In the event Employees elect to have their accrued vacation carried over to Buyer, Seller shall pay to Buyer within 10 days after the Closing Date an amount equal to the cash value of each Purchased Subsidiary such Employee's accrued vacation before payroll deductions. In subsequent calendar years, Employees will be eligible to earn vacation according to the schedule specified in Buyer's vacation policy. (d) Seller shall retain the responsibility for payment of all medical, dental, health and disability claims incurred by any Employee and (ii) on or prior to the Closing Date, make an offer and Buyer shall not assume any liability with respect to such claims, including liability for continuing payments after Closing for claims incurred at or prior to the Closing. Buyer agrees to use its best efforts to ensure that any preexisting condition clause in any of Buyer's health or disability insurance coverage shall not be applicable to Employees who accept employment effective with Buyer. Buyer assumes responsibility for payment of all medical, dental, health and disability claims incurred by Employees in its employ after the Closing Date. (e) Seller shall be responsible for providing any Employee whose "qualifying event," within the meaning of Section 4980B(f) of the Code, occurs on or prior to the Closing Date (and such Employee's "qualified beneficiaries" within the meaning of Section 4980B(f) of the Code) with the continuation of group health coverage required by Section 4980B(f) of the Code ("Continuation Coverage") under the terms of the health plan maintained by Seller. Buyer shall be responsible for Continuation Coverage to any Employee who accepts employment with Buyer (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”law. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on to (or be willing to continue the Closing Date to employment by any Purchased Subsidiary of) each Business Employee who is actively employed at listed on Section 9.01 of the Business (each an “Active Employee”) Disclosure Schedule, in both cases on the terms set forth in this Section 7.019.01. For this purposethe avoidance of doubt, a Business Employees include any Business Employee will be considered “actively employed” if who is, immediately prior to the Closing DateClosing, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal short- or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer disability or one leave of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to absence and any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or Law (each an “Inactive Employee”)law; provided that, with respect to any Business Employee who is not actively at work as of the Closing, Buyer shall offer employment to each such Inactive Employee (or continued employment), effective on as of the first date such Inactive employee can first return to active employment (so long as such date is within six months of the Closing Date), as soon as practicable after such Business Employee is eligible notifies Buyer (or the applicable Purchased Subsidiary) of his or her ability to return to work active employment; and provided further, that Buyer shall have no obligation to make or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an hold open any offer of employment is required by Law, a (or continued employment) to any Business Employee who continues whose employment with the Business is terminated, whether voluntarily or who has received an offer of employment shall be deemed involuntarily, prior to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offerthe Closing. Purchased Subsidiary Employees and Business Employees who accept such Buyer’s offer of employment and who actually commence (or continued employment), do not revoke such acceptance or resign their employment with a Purchased Subsidiary on or prior to the Closing Date, and report to work for Buyer or its Affiliate (or a Subsidiary including, as of Buyerthe Closing, the Purchased Subsidiaries) on the Closing Date shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. (a) Immediately prior to As of the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer offers of employment effective to all Business Employees listed on the Closing Date Schedule 3.9(a) (including those absent due to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick holiday or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work excluding those absent due to retirement, resignation, permanent dismissal illness or longshort-term disability; provided that any disability or other approved leave of absence (including under the Family and Medical Leave Act or workers' compensation)). Business Employees who accept such offer by Buyer to employ any such Business Employee shall be of employment, as of the effective only if such Business Employee commences active date of their employment with Buyer or one of its Subsidiaries on Affiliates, and Transferred Subsidiary Employees who remain employed by a date that Transferred Subsidiary or a Subsidiary of a Transferred Subsidiary immediately following the Closing Date, shall be referred to as "Immediately Transferred Employees." In addition, Buyer shall make offers of employment to any Business Employee who is, as of the Closing Date, absent due to illness or short-term disability or other approved leave of absence (including under the Family and Medical Leave Act or workers' compensation) who is not later than one hundred eighty able and willing to return to work within 180 days (180or such longer time as may be required by a Collective Bargaining Agreement) days after the Closing Date (or the next applicable a "Returning Inactive Business Day Employee"). Each Returning Inactive Business Employee who accepts such offer and actually returns to the extent such date does not fall on a Business Day) work within 180 days (or such longer period of time as may be required by Law. With respect a Collective Bargaining Agreement) after the Closing Date shall be referred to as a "Subsequently Transferred Employee," and the Immediately Transferred Employees and the Subsequently Transferred Employees shall be referred to collectively as the "Transferred Employees." Transferred Employees who are represented by a union or other collective bargaining group are referred to as "Represented Transferred Employees"; and Transferred Employees who are not represented by a union or other collective bargaining group are referred to as "Nonrepresented Transferred Employees." Notwithstanding any other provision of this Agreement, any Business Employee or Transferred Subsidiary Employee whose employment with Seller, the Selling Subsidiaries, the Transferred Subsidiaries and the Subsidiaries of the Transferred Subsidiaries terminates before the Closing Date or who is considered, for purposes of retirement benefits under any Benefit Plan as having retired as a result of the termination of his or her employment with Seller and the Selling Subsidiaries in connection with the consummation of the transactions contemplated hereby, shall not an Active Employee but for whom Seller has an obligation to recallbe a Transferred Employee, rehire regardless of whether he or otherwise return to employment under a contractual obligation she is hired by Buyer or Law (each an “Inactive Employee”)any of its Affiliates, and Buyer shall not be obligated to offer employment to each any such Inactive Employee individual. Employment of Transferred Employees with Buyer shall be effective as of the Business Day following the close of business on the first Closing Date, except that the employment of Business Employees 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 the Buyer if such date is within 180 days (or such longer time as may be required by a Collective Bargaining Agreement); provided, that Buyer's obligation to employ any Returning Inactive Business Employee shall be subject to the availability of a comparable position at such time, subject to applicable Law, and if no such comparable position is eligible available, such Returning Inactive Business Employee shall receive severance benefits from Buyer in accordance with Section 5.5(b)(ii) as if Buyer had terminated such Returning Inactive Business Employee's employment on the date he or she presented himself or herself for work with the Buyer (and Buyer shall assume all liabilities relating to its failure to employ any such Returning Inactive Business Employee in the same position or a comparable position upon such employee's failed attempt to return to work after presenting himself or her herself for work in accordance with applicable Law). Employment with Buyer of Business Employees based in the United States who are non-immigrant visa holders for whom a change in immigration status is required prior to commencement of employment with Buyer shall be effective, however, as of the day following the close of business on the date such change becomes effective; provided, however, that Seller shall offer to continue to employ such Business Employees until such change becomes effective for the purpose of providing services for the benefit of Buyer, and Buyer shall reimburse Seller for all compensation, employee benefits and other costs incurred or provided by Seller in continuing to employ such Business Employees and providing such services to Buyer during such period on a basis to be agreed upon by Seller and Buyer, which is not inconsistent with the methodologies used in the Transition Services Agreement. The date on which an Immediately Transferred Employee's employment with Buyer becomes effective, is referred to as such Inactive Employee first becomes eligible the "Initial Start Date," for employmentSubsequently Transferred Employees, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after referred to as the Closing ("Subsequent Start Date," and each such effective date is a "Start Date." Except as specifically provided in this Section 5.5, Buyer shall indemnify, defend and hold harmless Seller 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 next applicable Business Day Buyer's employment of or failure to the extent such date does not fall on a Business Day) offer employment to, or such longer period of time as required by Law. Unless a written acceptance of an offer Buyer's termination of employment is required by Lawof, a any Business Employee who continues not in accordance with the terms of this Agreement, including claims for severance or other separation benefits and employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”discrimination claims. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. Schedule 12.1 is a complete and accurate list, as of the Effective Date, of all employees of the Sellers who exclusively devote their time and effort in the operation of the Specified Assets and the conduct of the Mass Markets Business (athe "Business Employees"), and such schedule lists their respective positions, dates of employment and current compensation. The Buyer or any of its Affiliates (the "Employer") Immediately prior may interview and offer employment to the Closing Business Employees and the employees on Schedule 3.23 who are marked with an asterisk, such offers to be conditioned upon the occurrence of the Closing. No later than 15 days after the Effective Date, but subject to the Closing, Seller Employer shall terminate provide the employment Sellers with prompt written notice of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) Employees and the employees on Schedule 3.23 who are marked with asterisk who are offered positions with the terms set forth in this Section 7.01Employer and all details of such offers. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any The Employer shall make all such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not offers no later than one hundred eighty 30 days following the Effective Date and shall require in each case that such offer be accepted or declined within seven (1807) days after such offer is made, in the Closing Date (or absence of which the next applicable offer may be revoked by the Employer. All Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees employees on Schedule 3.23 who are based primarily inside marked with an asterisk accepting such offers and becoming employees of the United States shall collectively be the “U.S. Transferred Employer in accordance with this section are referred to herein as "Hired Employees”". NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THIS ARTICLE XII SHALL NOT BE DEEMED TO CREATE ANY RIGHT OR CLAIM FOR THE BENEFIT OF, AND SHALL NOT BE ENFORCEABLE BY, ANY EMPLOYEE OF THE SELLERS OR OTHER PERSON WHO IS NOT A PARTY TO THIS AGREEMENT, OR MAKE ANY SUCH EMPLOYEE OR PERSON A THIRD PARTY BENEFICIARY OR THIS AGREEMENT. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. (aSection 3.02(a) Immediately prior of the Seller Disclosure Schedule sets forth a true and complete list of all employees of the Asset Management Business as of the date hereof other than any employees transferred to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed Buyer at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Brokerage Closing Date (the "Business Employees") indicating each such employee's title, employer and business unit. Effective as of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Hire Date applicable to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall cease to be effective only if an employee of Seller or an Affiliate of Seller. Buyer or an Affiliate of Buyer has offered employment to all Business Employees, in accordance with Section 3.02(b), (i) in substantially the same position, (ii) in the same city, (iii) with the same base salary, and (iv) with the same vacation policy applicable to each such Business Employee commences active employment with Buyer as of the applicable Hire Date. Notwithstanding the foregoing or one any other provision of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect this Agreement, Buyer's offer to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire on short-term or otherwise return to employment under a contractual obligation long-term disability or Law any approved leave of absence (each an “"Inactive Employee”), Buyer shall offer employment to each ") as of the applicable Hire Date is conditioned on such Inactive Employee effective on the first date such Inactive Employee is eligible Employee's being ready and able to return to work within six months following the applicable Hire Date, and such an Inactive Employee shall not become an employee of Buyer or such an Affiliate of Buyer unless and until they are ready and able to work as of a date as within six months of the applicable Hire Date. Prior to the date Inactive Employees are hired by Buyer or an Affiliate of Buyer, such Inactive Employee first becomes eligible Employees shall be retained as employees of Seller, but only for employmentsuch period as an individual on short-term or long-term disability or approved leave of absence, reemploymentrespectively, reinstatement would normally remain an employee in the absence of this transaction, and Seller shall continue to provide such Inactive Employees for the period that they remain employees of the Seller with such benefits as Seller or reactivationan Affiliate of Seller was providing on the applicable Hire Date to employees on long-term disability leave, provided short-term disability leave or approved leave of absence, respectively. Seller shall remain and be solely responsible for any severance or other liability of any nature attributable to the cessation of employment of Business Employees with the Seller, regardless of the date such date is cessation occurs; provided, however, that Seller's retention of such responsibility and liability shall not later than one hundred eighty (180) days after preclude Seller from seeking recourse against the Closing (Buyer or the next applicable Business Day an Affiliate of Buyer for any breach of Buyer's covenants in this Section 3.02, it being understood that Seller shall retain all such responsibility and liability to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed that the business unit to have accepted such continuance or offer, unless which such Business Employee specifically declines such continuance relates was not transferred as contemplated hereunder. Subject to the provisions of this Section 3.02, as of the applicable Hire Date, Buyer shall assume responsibility for all salary, bonus, commission costs, benefits and other employment related costs accrued on and after the applicable Hire Date with respect to each Transferred Employee. Seller shall not take, and shall cause each of its Affiliates not to take, any action that would impede, hinder, interfere or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment otherwise compete with Buyer (Buyer's or a Subsidiary an Affiliate of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer ('s effort to hire or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”retain any Business Employee. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. Within ten business days following the date of this Agreement, Parent shall deliver to RMT Partner a list of each employee of Parent and its affiliates who is employed primarily in the Business, including the job title and location for each such employee and indicating which employees are Employees on Disability Leave (a) Immediately such list to be updated prior to Closing). All such employees are referred to herein as the Closing “Business Employees.” All Business Employees who are union represented employees covered by a collective bargaining agreement are referred to herein as the “Represented Employees,” and all Business Employees who are not Represented Employees are referred to herein as the “Non-Represented Employees.” Business Employees who transfer to RMT Partner, Splitco or one of their respective affiliates pursuant to this Agreement, as of the effective date of such transfer, shall be referred to as “Transferred Employees.” With respect to any Business Employee on approved leave of absence as of the Distribution Date (including, without limitation, military leave and leave under the Family and Medical Leave Act or other applicable laws), other than any Employee on Disability Leave, who transfers to RMT Partner, Splitco or one of their respective affiliates, at and following such employee’s Transfer Time, RMT Partner and its affiliates shall continue such employee’s leave of absence in accordance with the leave policy of RMT Partner and its affiliates. Effective as of the date on which an Employee on Disability Leave presents himself or herself to RMT Partner or one of its affiliates for active employment following the Distribution Date, but subject to the ClosingRMT Partner shall, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause one of its Subsidiaries affiliates to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on (in compliance with the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms covenants set forth in this Section 7.01. For 11.3 and, in the case of any Canadian Non-Represented Employee, in compliance with the requirements of Section 5.10(a)(ii)) to such Employee on Disability Leave to the same extent, if any, as Parent or its affiliates would have been required to re-employ or offer continued employment to, as applicable, such Employee on Disability Leave if the transactions contemplated by this purposeAgreement had not occurred; provided, a Business however, that subject to any additional requirements under applicable law, RMT Partner or its affiliates shall only be required to re-employ or offer continued employment to an Employee will be considered “actively employed” on Disability Leave if immediately such employee presents himself or herself for active employment on or prior to the Closing Dateearlier of (i) the second anniversary of the Distribution Date and (ii) solely in the case of a Represented Employee, they such earlier date as permitted under the applicable collective bargaining agreement. Each Employee on Disability Leave who accepts such offer and actually returns to work shall be considered a Transferred Employee, effective as of the date of such return, which shall be such employee’s Transfer Time. RMT Partner and Splitco are absent from work on account acquiring the Business as a going concern for the purpose of paid time-offcarrying out a business that is similar to the Business following the Closing, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but and RMT Partner does not include currently anticipate the cessation of operations at any individual of the Facilities of the Business. Parent and RMT Partner intend that the transactions contemplated by this Agreement shall not actively at work due constitute a severance or termination of employment of any Business Employee prior to retirementor upon the Closing, resignation, permanent dismissal and that Business Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing. Nothing herein shall be construed as a representation or long-term disability; provided guarantee by Parent or RMT Partner that any offer by Buyer to employ any such particular Business Employee shall be effective only if such Business Employee commences active transfer to Splitco or any of its subsidiaries or shall continue in employment with Buyer RMT Partner or one of its Subsidiaries on affiliates following the Closing. If any Transferred Employee requires a date visa, work permit or employment pass or other approval for his or her employment to continue with RMT Partner or its affiliates following such employee’s Transfer Time, RMT Partner shall use its reasonable best efforts to see that is not later than one hundred eighty (180) days after any necessary applications are promptly made and to secure the Closing Date (necessary visa, permit, pass or the next other approval. RMT Partner and its affiliates shall comply with all applicable Business Day laws and all applicable collective bargaining agreements relating to the extent such date does offers of employment to, and continuation of employment of, the Business Employees at and after 12:01 a.m. on the Distribution Date. For greater certainty, in the event that proceedings are initiated before the Ontario Labour Relations Board seeking a declaration that there has been a “sale of business” pursuant to s. 69 of the Ontario Labour Relations Act, 1995 and consequential orders, RMT Partner will not fall on take the position that the transactions contemplated by this Agreement do not constitute a Business Day) or such longer period “sale” of time a “business” as required contemplated by Lawthat Act. With respect Notwithstanding anything herein to the contrary, Parent and its affiliates shall remain responsible for any and all liabilities relating to the employment and/or re-employment of any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to terminates employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day with Parent and its affiliates prior to the extent such date does not fall on a Business Day) Distribution Date or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred on Disability Leave and does not present himself or herself for active employment on or prior to Buyer the earlier of the dates set forth in a manner such that the Active Employee’s employment shall be considered continuous clauses (i) and uninterrupted employment under applicable(ii) above. Table of Contents

Business Employees. Within ten business days following the date of this Agreement, Parent shall deliver to RMT Partner a list of each employee of Parent and its affiliates who is employed primarily in the Business, including the job title and location for each such employee and indicating which employees are Employees on Disability Leave (a) Immediately such list to be updated prior to Closing). All such employees are referred to herein as the Closing “Business Employees.” All Business Employees who are union represented employees covered by a collective bargaining agreement are referred to herein as the “Represented Employees,” and all Business Employees who are not Represented Employees are referred to herein as the “Non-Represented Employees.” Business Employees who transfer to RMT Partner, Splitco or one of their respective affiliates pursuant to this Agreement, as of the effective date of such transfer, shall be referred to as “Transferred Employees.” With respect to any Business Employee on approved leave of absence as of the Distribution Date (including, without limitation, military leave and leave under the Family and Medical Leave Act or other applicable laws), other than any Employee on Disability Leave, who transfers to RMT Partner, Splitco or one of their respective affiliates, at and following such employee’s Transfer Time, RMT Partner and its affiliates shall continue such employee’s leave of absence in accordance with the leave policy of RMT Partner and its affiliates. Effective as of the date on which an Employee on Disability Leave presents himself or herself to RMT Partner or one of its affiliates for active employment following the Distribution Date, but subject to the ClosingRMT Partner shall, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause one of its Subsidiaries affiliates to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on (in compliance with the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms covenants set forth in this Section 7.01. For 11.3 and, in the case of any Canadian Non-Represented Employee, in compliance with the requirements of Section 5.10(a)(ii)) to such Employee on Disability Leave to the same extent, if any, as Parent or its affiliates would have been required to re-employ or offer continued employment to, as applicable, such Employee on Disability Leave if the transactions contemplated by this purposeAgreement had not occurred; provided, a Business however, that subject to any additional requirements under applicable law, RMT Partner or its affiliates shall only be required to re-employ or offer continued employment to an Employee will be considered “actively employed” on Disability Leave if immediately such employee presents himself or herself for active employment on or prior to the Closing Dateearlier of (i) the second anniversary of the Distribution Date and (ii) solely in the case of a Represented Employee, they such earlier date as permitted under the applicable collective bargaining agreement. Each Employee on Disability Leave who accepts such offer and actually returns to work shall be considered a Transferred Employee, effective as of the date of such return, which shall be such employee’s Transfer Time. RMT Partner and Splitco are absent from work on account acquiring the Business as a going concern for the purpose of paid time-offcarrying out a business that is similar to the Business following the Closing, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but and RMT Partner does not include currently anticipate the cessation of operations at any individual of the Facilities of the Business. Parent and RMT Partner intend that the transactions contemplated by this Agreement shall not actively at work due constitute a severance or termination of employment of any Business Employee prior to retirementor upon the Closing, resignation, permanent dismissal and that Business Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing. Nothing herein shall be construed as a representation or long-term disability; provided guarantee by Parent or RMT Partner that any offer by Buyer to employ any such particular Business Employee shall be effective only if such Business Employee commences active transfer to Splitco or any of its subsidiaries or shall continue in employment with Buyer RMT Partner or one of its Subsidiaries on affiliates following the Closing. If any Transferred Employee requires a date visa, work permit or employment pass or other approval for his or her employment to continue with RMT Partner or its affiliates following such employee’s Transfer Time, RMT Partner shall use its reasonable best efforts to see that is not later than one hundred eighty (180) days after any necessary applications are promptly made and to secure the Closing Date (necessary visa, permit, pass or the next other approval. RMT Partner and its affiliates shall comply with all applicable Business Day laws and all applicable collective bargaining agreements relating to the extent such date does offers of employment to, and continuation of employment of, the Business Employees at and after 12:01 a.m. on the Distribution Date. For greater certainty, in the event that proceedings are initiated before the Ontario Labour Relations Board seeking a declaration that there has been a “sale of business” pursuant to s. 69 of the Ontario Labour Relations Act, 1995 and consequential orders, RMT Partner will not fall on take the position that the transactions contemplated by this Agreement do not constitute a Business Day) or such longer period “sale” of time a “business” as required contemplated by Lawthat Act. With respect Notwithstanding anything herein to the contrary, Parent and its affiliates shall remain responsible for any and all liabilities relating to the employment and/or re-employment of any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to terminates employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day with Parent and its affiliates prior to the extent such date does not fall on a Business Day) Distribution Date or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred on Disability Leave and does not present himself or herself for active employment on or prior to Buyer the earlier of the dates set forth in a manner such that the Active Employee’s employment shall be considered continuous clauses (i) and uninterrupted employment under applicable(ii) above.

Business Employees. (a) Immediately prior to Section 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of the names and titles of each Business Employee, the date of hire of each such Business Employee, the base salary of and any incentive compensation received by or accrued for the benefit of each such Business Employee for the Most Recent Fiscal Year and the rate of base salary and bonus opportunity of, and bonuses or incentive compensation received by or accrued for the benefit of each such Business Employee since the end of the Most Recent Fiscal Year through the Closing Date, but subject to . Section 3.19(a) of the Closing, Seller shall terminate the employment of Disclosure Schedule also sets forth for each Business Employee who is actively employed at all proposed salary increases for the BusinessCurrent Fiscal Year, as well as any salary increases that have been granted since the end of the Most Recent Fiscal Year. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment All bonuses and incentive compensation payable to Business Employees will be accrued by Seller on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to a pro rata basis through the Closing Date. There are no Business Employees who are on layoff, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacationdisability, sick time or personal leave, short-term disability, layoff for lack other leaves of work, authorized leave of absence, absence or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal in performing services on the Closing Date. No Business Employee has notified Seller or long-term disability; provided Seller Parent that any offer by Buyer to employ any such Business Employee shall be effective only if such intends to leave or is considering leaving the employ of Seller or Seller Parent. The Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day Employees are dedicated exclusively to the extent such date does not fall on a operation of the Business Dayand, together with the independent contractors listed in Section 3.19(a) or such longer period of time the Disclosure Schedule, are sufficient for the conduct of the Business as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”presently conducted. (b) The Set forth in Section 3.19(b) of the Disclosure Schedule is a complete and accurate list of each Contract to which Seller or, with respect to the Business, Seller is a party, or relating to the Business under which Purchaser could have any payment or performance obligation or other Liability after the Closing: (i) pertaining to the employment or termination of employment of any Business Employee, or former employee of Seller, Seller Parent or the Business, or (ii) providing for the payment of severance or other compensation or benefits to any Business Employee, or former employee of Seller, Seller Parent or the Business, including severance or compensation payable after or by reason of a termination of employment (other than that which is required by applicable Laws). (c) Set forth in Section 3.19(c) of the Disclosure Schedule is a complete and accurate list of each Transferred Employee who Contract with an independent contractor to which Seller or, with respect to the Business, Seller Parent is an Active Employee shall be transferred to Buyer in a manner such that party, or under which Purchaser could have any payment or performance obligation or other Liability after the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicableClosing.

Business Employees. (a) Immediately prior Schedule 6.8 lists all employees of a Chex Entity who, as of the Effective Date, have employment duties primarily related to the Closing DateBusiness, but including (and designating as such) any employee that is an inactive employee on paid or unpaid leave of absence, short-term disability or long-term disability, and indicating the date and location of employment, current title, compensation, and other benefits accrued as of a recent date. No employee of a Chex Entity is obligated under any Contract, or subject to the Closingany Governmental Order, Seller shall terminate the employment of each Business Employee who that would interfere with that employee's duties to a Chex Entity or to Game Financial (if such employee is actively employed at a Transferred Employee) or that would conflict or interfere with the Business. Buyer shall (or shall cause its Subsidiaries to). (ib) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms Each employee set forth in this Section 7.01. For this purpose, Schedule 6.8 that remains employed by a Business Employee will be considered “actively employed” if Chex Entity immediately prior to the Closing (whether actively or inactively), and each additional employee that is hired to work primarily in the Business following the Effective Date, they are absent from work on account of paid time-offbut prior to Closing, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due who remains employed by a Chex Entity immediately prior to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (whether actively or inactively), is referred to herein individually as a “Business Employee” and, collectively, as the next applicable “Business Day Employees.” No Business Employees are or have been covered by a union or collective bargaining agreement with respect to their employment by a Chex Entity or are represented by a labor organization. There are no existing, pending or threatened strikes, work stoppages or lockouts related to the extent such date does not fall on a Business DayEmployees. There has been no attempt by any union or other labor organization to organize employees of any Chex Entity at any time in the past five (5) years. There are no union organizational campaigns in progress with respect to the Business Employees or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed any questions concerning representation with respect to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance Employees. There are no unfair labor practice charges or offercomplaints pending or threatened against any Chex Entity with any Governmental Authority. Purchased Subsidiary Employees The Chex Entities have complied with all applicable Laws regarding wages, hours, health and Business Employees who accept such offer safety, payment of national insurance, withholding and other taxes, maintenance of worker’s compensation insurance, labor and employment relationships, employment discrimination, and other applicable employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”related practices. (bc) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that transactions contemplated by this Agreement and the Active Employee’s employment shall be considered continuous Ancillary Agreements do not trigger or violate the Worker Adjustment and uninterrupted employment under applicableRetraining Notification Act or any similar state or local requirement.

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one an Affiliate of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each Business Employee, other than the Excluded Business Employees, effective upon the expiration of such Inactive Business Employee’s Employee effective Leasing Period (the “Employment Commencement Date”) on terms described in Section 6(f)(iii) below, and on the first date condition that such Inactive Employee is eligible Business Employees (A) accept the employment offer in a timely fashion, and (B) meet Buyer’s reasonable employment requirements with respect to return to work or such date as such Inactive Employee first becomes eligible for employmentsatisfactory results of background checks, reemploymentdrug tests, reinstatement or reactivation, provided such date is not later than one hundred eighty immigration verification and similar requirements (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law“Buyer Employment Requirements”). Unless a written acceptance of an offer of employment is required by Law, a A Business Employee who continues employment or who has received an offer of employment shall be deemed chooses to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment must respond in writing to Buyer’s offer within seven (7) Business Days after receipt of the offer. Buyer shall be under no obligation to employ any Business Employee who fails to accept Buyer’s offer of employment in a timely fashion or who fails to meet the Buyer Employment Requirements. Sellers shall use their best efforts to assist Buyer in its efforts to make offers of employment and to hire the employees receiving such offers under this Section 6(f)(i) and Sellers will not take, and will cause each of their Affiliates not to take, any action which would impede, hinder, interfere or otherwise compete with such efforts. Buyer shall determine whether to offer employment to any independent contractor who actually commence is a Business Employee and the terms of such offer. (ii) Buyer or an Affiliate of Buyer shall employ any Business Employee (other than an independent contractor) who (A) accepts the offer of employment with in a timely fashion, and (B) meets the Buyer Employment Requirements (or hereinafter a Subsidiary of Buyer) shall collectively be the “Transferred EmployeesEmployee”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside shall become employees of Buyer or one of its Affiliates upon the United States shall collectively be the “U.S. Transferred Employees”. (b) The employment of each Transferred Employment Commencement Date. A Business Employee who meets conditions (A) and (B) above but is on an Active approved leave of absence for any reason or on short-term or long-term disability on the Employment Commencement Date shall become an employee of Buyer or one of its Affiliates (and a Transferred Employee) only upon his or her return from such leave of absence or following such short-term or long-term disability and only if such Business Employee applies for employment with Buyer within ninety (90) days after the Employment Commencement Date. Complete copies of the personnel files of Transferred Employees shall be transferred to Buyer on or prior to ten (10) days after the later of the Closing Date or the Transferred Employee’s date of hire, including all performance reviews. (iii) For the period beginning on the Employment Commencement Date and ending on December 31, 2013, Buyer shall ensure that (A) the base salary and annual incentive bonus opportunity for a Transferred Employee is, in the aggregate, substantially comparable to the Transferred Employee’s base salary and annual incentive bonus opportunity as of the date of this Agreement and (B) the employee benefits (including severance benefits, but excluding any equity-based compensation) enjoyed by Transferred Employees are, in the aggregate, substantially comparable to those enjoyed by such Business Employees as of the date of this Agreement. Buyer shall give each Transferred Employee credit for purposes of participation and vesting, but not benefit accrual, under and in accordance with the terms of Buyer’s employee benefit plans for years served with Target or Target Affiliates prior to the Employment Commencement Date; provided that no such service credit shall be recognized for purposes of pension and retiree health benefits or in a manner such that would result in a duplication of benefits. Within thirty (30) days after the Active Employment Commencement Date, Sellers shall provide to Buyer accurate information about each Transferred Employee’s service with Target and any Target Affiliates. (iv) The Excluded Business Employees, any Business Employees who fail to meet conditions (A) and (B) listed in Section 6(f)(ii) and all current and former employees, independent contractors and directors of the Targets, Sellers or their Affiliates other than the Business Employees, shall remain the sole responsibility of Sellers. Notwithstanding the foregoing, neither Sellers nor their Affiliates shall pay any severance benefits or make any similar payments to any Business Employee who does not accept an offer from Buyer or an Affiliate of Buyer pursuant to Section 6(f)(i). (v) As of the Closing, the Targets shall terminate their participation in each Affiliate Benefit Plan, and in no event shall any Transferred Employee be entitled to accrue any benefits under any such Affiliate Benefit Plan with respect to services rendered or compensation paid on or after the Transferred Employee’s Employment Commencement Date. Sellers and their Affiliates shall retain all rights, obligations and liabilities under each Affiliate Benefit Plan, and neither Buyer nor the Targets shall assume any of such rights, obligations or liabilities. Except as expressly provided in the Employee Lease Agreement, Sellers and their Affiliates shall retain or assume all obligations and liabilities with respect to employees whose employment with Sellers, Targets or any of their Affiliates has terminated at or prior to the Employment Commencement Date, including without limitation any severance or retiree health benefits. As soon as practicable after the date on which a Transferred Employee terminates employment with a Seller or an Affiliate of Seller, such Seller or Affiliate shall pay to such Transferred Employee any unused vacation or paid time off in accordance with Sellers’ vacation or paid time off policy and applicable Law. (vi) Except as expressly provided in the Employee Lease Agreement, Sellers and their Affiliates shall retain all liabilities and obligations for, and the responsibility for payment of, all covered medical, dental, life insurance, salary continuation, severance, disability and other welfare claims or expenses arising from events occurring at or prior to the Employment Commencement Date, and neither Buyer nor any of the Targets shall assume or be responsible for any liability or obligation with respect to such claims or expenses. For purposes of this Section, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability begins; in the case of a hospital stay, when the employee or covered dependent first enters the hospital, and in the case of severance, when the employee is notified of his or her termination of employment. (vii) Sellers and their Affiliates shall be considered continuous responsible for providing the continuation of group health coverage required by COBRA to any current or former employees of the Targets whose “qualifying event,” within the meaning of Code §4980B(f), occurred at or prior to the Employment Commencement Date (and uninterrupted such former employees’ “qualified beneficiaries,” within the meaning of Code §4980B(f)), subject to Buyer’s reimbursement obligations under the Employee Lease Agreement. (viii) Except as expressly provided in the Employee Lease Agreement, Sellers and their Affiliates shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims of any current or former employee of the Targets or their Affiliates incurred prior to the Employment Commencement Date. (ix) Nothing herein is intended to limit the right of Buyer or the Targets (A) to terminate the employment or service of any employee or independent contractor at any time, (B) to change or modify any incentive compensation or employee benefit plan or arrangement at any time and in any manner, or (C) to change or modify the terms or conditions of employment or service for any of their employees or independent contractors. Nothing in this Agreement shall be construed (I) to confer on any Person (including but not limited to Business Employees and current and former employees and independent contractors of Sellers, the Targets or their Affiliates), other than the Parties, their successors and permitted assigns, any benefit under applicableor right to enforce the provisions of this Section 6(f), (II) to cause any Person (including Business Employees and current and former employees and independent contractors of Sellers, Targets or their Affiliates) to be a third-party beneficiary of this Agreement, or (III) as an amendment or waiver of any Employee Benefit Plan. (x) Neither Sellers nor any of their Affiliates shall make any written or oral communications to any Business Employees pertaining to compensation or benefit matters relating to the period of time after the Employment Commencement Date without the prior written consent of Buyer.

Business Employees. 56- (a) Immediately prior to Buyer or any Buyer Designee shall make offers of employment, which shall be contingent on the Closing Date, but subject for offers made prior to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective Business Employees who are active Business Employees on the Closing Date (including anyone absent due to vacation, holiday, bereavement, jury duty leave or any similar short-term absence that does not affect the Business Employee’s status as an active employee, but not including any Inactive Employee). With respect to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account leave of paid time-off, vacation, sick or personal leaveabsence, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that disability leave, medical leave, military leave or any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty similar leave (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return ) who returns to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not within the later than one hundred eighty (180) of 180 days after the Closing (or Date, as the next applicable Business Day to the extent such date does not fall on a Business Day) case may be, or such longer period of time as may be required by applicable Law. Unless , Buyer or a written acceptance of Buyer Designee will make an offer of employment to such Inactive Employee with such offer to be on terms and conditions consistent with this Section 5.4. Seller shall not be liable for Buyer’s or Buyer Designee’s failure to offer employment or the timing of any offer of employment to any such Inactive Employee, unless such failure is due to the negligence or willful failure of Seller. Buyer’s or Buyer Designee’s offer of employment to each Business Employee shall provide for employee benefits under the plans and arrangements provided by Buyer or a Buyer Designee to its similarly situated employees unless Buyer or a Buyer Designee is required by applicable Law to assume or replicate any Business Employee Plan or any benefit provided thereunder, in which case Buyer or Buyer Designee shall provide such required benefits. Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers 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 Xxxxx’s or a Buyer Designee’s effort to hire any Business Employee. Without limiting the foregoing, each Party shall comply with all applicable Law in connection with the transfer of the Business Employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Seller and its applicable Subsidiaries will provide any and all information reasonably required by Buyer or a Buyer Designee in order for Buyer to fulfill its obligations under this Agreement with respect to the Business Employees. The Parties will enter into appropriate documentation for relevant jurisdictions outside the United States where necessary or appropriate for the transfer (or employment, where transfer is not available under applicable Law, ) by Buyer or a Buyer Designee of any Business Employees. Each Business Employee who continues employment accepts Buyer’s or who has received an a Buyer Designee’s offer of employment and commences employment with Buyer or a Buyer Designee shall, as of the effective date of their employment with Buyer or a Buyer Designee, be referred to as a “Transferred Employee.” Employment of Transferred Employees with Buyer or a Buyer Designee shall be effective as of the Closing Effective Time, except that the employment of Transferred Employees in a jurisdiction with a delayed closing and employment of an Inactive Employee who becomes employed by Buyer or a Buyer Designee after the Closing Effective Time 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 or an agreement between Seller and Buyer (or its respective designee), and such individual shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until as of such Inactive Employee actually commences active employment with Buyer (or a Subsidiary date, and for purposes of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”. (b) The employment of each Transferred Employee who is an Active Employee this Agreement, such date shall be transferred to Buyer in a manner such that substituted for the Active Employee’s employment shall be considered continuous terms “Closing”, “Closing Date” and uninterrupted employment under applicable“Closing Effective Time”, respectively, except where the context otherwise requires.

Business Employees. (a) Immediately prior to Effective as of the Brokerage Closing Date, but subject to each employee, including the Closingin-branch operations employees, of Seller shall terminate the employment or an Affiliate of each Business Employee who is actively Seller (other than those employed at the Business. New York Headquarters) employed primarily in the Brokerage Business as of the Brokerage Closing Date (the "Business Employees") and set forth in Section 3.04(a) of the Disclosure Schedule, shall cease to be an employee of Seller or an Affiliate of Seller, and Buyer or an Affiliate of Buyer shall (or shall cause its Subsidiaries tooffer employment to all such employees, in accordance with Section 3.04(b) , (i) continue in substantially the employment on and after the Closing Date of each Purchased Subsidiary Employee and same position, (ii) on or prior to in the Closing Datesame city, make an offer of employment effective on (iii) with the Closing Date same base salary, and (iv) with the same vacation policy applicable to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer as of the Brokerage Closing Date. Notwithstanding the foregoing or one any other provision of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect this Agreement, Buyer's offer to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire on short-term or otherwise return to employment under a contractual obligation long-term disability or Law any approved leave of absence (each an “"Inactive Employee”), Buyer ") as of the Brokerage Closing Date shall offer employment to each be conditioned on such Inactive Employee effective on the first date such Inactive Employee is eligible Employee's being ready and able to return to work or within six months following the Brokerage Closing Date, and such date as such an Inactive Employee first becomes eligible for employment, reemployment, reinstatement shall not become an employee of Buyer or reactivation, provided such an Affiliate of Buyer unless and until they are ready and able to work as of a date is not later than one hundred eighty (180) days after within six months of the Brokerage Closing (or the next applicable Business Day Date. Prior to the extent such date does not fall on a Business Day) Inactive Employees are hired by Buyer or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary Affiliate of Buyer) shall collectively be the “Transferred Employees”; provided that , such Inactive Employees shall not be considered a Transferred Employee until retained as employees of Seller, but only for such period as an individual on short-term or long-term disability or approved leave of absence, respectively, would normally remain an employee in the absence of this transaction, and Seller shall continue to provide such Inactive Employee actually commences active Employees for the period that they remain employees of the Seller with such benefits as Seller or an Affiliate of Seller was providing on the Brokerage Closing Date to employees on long-term disability leave, short-term disability leave or approved leave of absence, respectively. Seller shall remain and be solely responsible for any severance or other liability of any nature attributable to the cessation of employment of Business Employees with the Seller, regardless of the date such cessation occurs; provided, however, that Seller's retention of such responsibility and liability shall not preclude Seller from seeking recourse against the Buyer (or a Subsidiary an Affiliate of Buyer for any breach of Buyer's covenants in this Section 3.04. Subject to the provisions of this Section 3.04, as of the Brokerage Closing Date, Buyer shall assume responsibility for all salary, bonus, commission costs, benefits and other employment related costs accrued on and after the Brokerage Closing Date with respect to all Transferred Employees (as hereinafter defined). Transferred Employees who are based primarily inside the United States Seller shall collectively be the “U.S. Transferred Employees”not take, and shall cause each of its Affiliates not to take, any action that would impede, hinder, interfere or otherwise compete with Buyer's or an Affiliate of Buyer's effort to hire or retain any Business Employee. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. For purposes of this Article VIII, "Business Employees" are hereby defined as follows: (a) Immediately prior to all persons employed by Jamex Xxxer or any of its Affiliates in the Closing Date, but subject to the Business immediately before Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to); (ib) continue the employment on and after the Closing Date all employees of each Purchased Subsidiary Employee and (ii) on Jamex Xxxer or prior to the Closing Date, make an offer any of employment effective on the Closing Date to each Business Employee its Affiliates who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work with the Business on account of paid time-off, vacation, sick sickness or personal leave, short-term disability, layoff for lack of work, authorized leave of absenceabsence at Closing and who are reasonably expected to return to active employment within 90 days following the date such employee was first absent from employment, or military leave, but does not include for whom an obligation to rehire exists under a collective bargaining agreement assumed by the Buyer (as described in Section 8.6(a)); and (c) all employees of Jamex Xxxer or any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries Affiliates who are not employed in the Business immediately before the Closing but who, in the ordinary course of business, or if not in the ordinary course of business, with the consent of Buyer and subject to any restrictions on a date that is not later than one hundred eighty (180) solicitation of employees specified herein or in the Related Agreements, become employees of Buyer at or before the Closing or who become employees of Buyer within 60 days after the Closing Date (Closing. After the Closing, Jamex Xxxer shall not be responsible for wages, salaries and other employee benefits for Business Employees for service of such Business Employees with the Buyer after the Closing. For purposes of this Article VIII, all persons described above who have been or the next applicable will be compensated on an hourly basis or who have been or are subject to a collective bargaining agreement shall be referred to as "Hourly Business Day to the extent such date does not fall Employees," and all persons described above who have been or will be compensated on a salaried basis shall be referred to as "Salaried Business Day) or such longer period Employees." Before the Closing, Jamex Xxxer will provide Buyer with a preliminary list of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recallEmployees, rehire or otherwise return to employment under and Jamex Xxxer and Buyer will agree on a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) final list of Business Employees within 90 days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”Closing. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable

Business Employees. (a) Immediately prior The Purchaser shall (i) cause the Company and the Subsidiaries, as applicable, to continue the employment, effective as of the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at by the Business. Buyer shall (Company or shall cause its Subsidiaries toa Subsidiary other than the Business Employees identified on SCHEDULE 3.11(A)-2 and SCHEDULE 5.08(A) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee , and (ii) on or prior to offer employment, effective as of the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at identified on SCHEDULE 1.01(B) other than the Business (each Employees identified on SCHEDULE 3.11(A)-2 and SCHEDULE 5.08(A). For the avoidance of doubt, the Purchaser is not hereby obligated to employ any Transferred Employee for any particular period of time. Any Business Employee who becomes an “Active Employee”) employee of the Purchaser, the Company, any of the Subsidiaries or any other Affiliate of the Purchaser as of the Closing Date shall be referred to in this Agreement as a "TRANSFERRED EMPLOYEE". Each Business Employee identified on SCHEDULE 3.11(A)-2 shall become a Transferred Employee only on the terms set forth date that he or she returns to active employment by joining the Purchaser's workforce, which shall occur no later than the expiration of the approved period of leave or the end of their illness or disability. (b) The Purchaser shall cause the Company and the Subsidiaries, as applicable, to recognize, honor, and assume the liability for each Transferred Employee's accrued but unused paid time off for vacation, sickness and permitted personal days, as accrued as of the Closing. (c) Effective as of the Closing Date, the Transferred Employees shall cease participation in this Section 7.01all of the Employee Benefit Plans and, subject to the Purchaser's standard policies, including eligibility requirements, commence participation in plans sponsored or established by the Purchaser for similarly situated employees, including health, life insurance, and disability plans (the "PURCHASER PLANS"). For this purposeThe Purchaser shall recognize and give credit for all service by each Transferred Employee with the Company or any predecessor or Affiliate of the Company for purposes of the Purchaser Plans and the policies of the Purchaser related to flexible time off including vacation, a Business sick leave, and personal or family leave, to the extent such credit was recognized and given under the Employee will be considered “actively employed” if Benefit Plans immediately prior to the Closing Date, they are absent from work on account except to the extent such credit would result in duplication of paid time-off, vacation, sick benefits. The Purchaser shall provide or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, cause the Company or military leave, but does not include any individual not actively at work due a Subsidiary to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer provide to employ any such Business each Transferred Employee shall be effective only if such Business Employee commences active whose employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty involuntarily terminated within thirty (18030) days after the Closing Date (severance benefits that are substantially equivalent to those offered to such Transferred Employees immediately prior to the Closing, giving effect to each such Transferred Employee's past service with the Company or any predecessor or Affiliate of the next applicable Business Day Company. Those of the Purchaser Plans that are health benefit plans shall, with respect to any Transferred Employee or any dependents of such Transferred Employee, waive any limitations or restrictions on participation under any such Purchaser Plan for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan, to the extent such date does not fall on a Business Day) limitations or such longer period restrictions were waived under the Employee Benefit Plans immediately prior to the Closing. The Purchaser shall use its commercially reasonable efforts to accommodate the direct rollover of time as required by Laweligible rollover distributions made to any Transferred Employees, from any Employee Benefit Plans to the applicable Purchaser Plans, subject to administrative feasibility. With The Seller and the Purchaser acknowledge and agree that all provisions contained herein with respect to employees are included for the sole benefit of the Seller and the Purchaser and shall not create any Business right (i) in any other Person, including, without limitation, any employees, former employees, any participant in any Employee who is not an Active Employee but for whom Seller has an obligation Benefit Plans or any beneficiary thereof or (ii) to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence continued employment with Buyer (the Purchaser, the Company or a Subsidiary any of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”Subsidiaries. (b) The employment of each Transferred Employee who is an Active Employee shall be transferred to Buyer in a manner such that the Active Employee’s employment shall be considered continuous and uninterrupted employment under applicable