Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current employee benefits of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving CorporationAs soon as reasonably practicable following the date hereof, Seller shall provide Purchaser reasonable access during normal working hours to active employees of Seller performing services with respect to the Business (“Seller Employees”) to enable Purchaser to discuss compensation terms and present offers or employment or service to such employees. (b) Purchaser may, in its sole discretion, shall either continue the current employee benefits offer employment to Seller Employees commencing as of the Company Manufacturing Closing (each Seller Employee who executes and its subsidiaries or shall provide delivers to the employees Purchaser such an offer of the Company and its subsidiaries (eachemployment, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company “Transferred Employee's new post-Merger responsibilities”). In furtherance With respect to any Seller Employee who receives an offer of employment from Purchaser prior to the Manufacturing Closing Date, Seller shall assist Purchaser with its efforts to enter into an offer letter with such employee as soon as reasonably practicable after the date hereof and in any event prior to the Manufacturing Closing Date. Notwithstanding any of the foregoing, Purchaser shall not have any obligation to make an offer of employment to any Seller Employee. Purchaser agrees either that Purchaser will not, directly or indirectly, solicit, encourage or attempt to maintain existing Company employee benefits solicit or arrange encourage to cease to work with Seller any Seller Employee for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) Purchaser commencing prior to the Effective Time Manufacturing Closing Date without the consent of Seller, which consent shall not be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participateunreasonably withheld. (c) Within 10 Business Days From and after the Technology Closing Date or the Manufacturing Closing Date, as applicable, Purchaser shall recognize each Transferred Employee’s original hire date with Seller and prior service with Seller (as recognized by Seller immediately prior to the Technology Closing Date or the Manufacturing Closing Date, the Company will use commercially reasonable efforts as applicable) as service with Purchaser for purposes of eligibility to provide to Purchaser in writing a list participate in, and determining vesting and any accrued benefits based on length of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRAservice under, Purchaser’s employee benefit plans, policies, arrangements and payroll policies, including vacation benefits. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company Seller shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination make employment files of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained Seller Employees available for inspection by Purchaser, to the extent such rollovers constitute, permitted by and in the Purchaser's sole discretion, valid eligible rollover distributionsaccordance with applicable law. (e) This Section 6.04 is for Seller shall, at Purchasers request, accelerate the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result vesting of any provision of this Section 6.04Seller Options held by one or more Transferred Employees at or following the Technology Closing on the terms and subject to the conditions as Purchaser shall reasonably request and in a manner consistent with the applicable plan option agreements and related documents.

Certain Employee Matters. (a) The Surviving CorporationNo later than forty-five days following the date hereof, in its sole discretionBuyer shall make a written offer of employment to each of the persons listed on Schedule 6.12, shall either continue for the position identified on Schedule 6.12, at cash compensation levels equal to each of their current cash compensation as provided to Buyer from Seller, including current base salary and variable cash compensation provisions (for variable cash compensation based on a formula, the current employee benefits formula shall be used for the first year of such compensation). Seller shall use its reasonable best efforts to encourage such persons to enter into employment with Buyer. Effective as of the Company Closing Date, Buyer will, subject to such employee satisfying standard pre-employment screening requirements and its subsidiaries or shall provide entering into a customary, mutually agreed form of employment agreement, employ each such employee who has accepted the employees offer (each such employee, a “Transferred Employee”). Buyer will commit to maintain such cash compensation of the Company Transferred Employees through at least the first anniversary of the Closing Date, permit such Transferred Employees to continue to work from their current office space for so long as Buyer is occupying such space pursuant to Section 6.13, and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided shall otherwise treat such Transferred Employees comparably to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective TimeBuyer. (b) With respect Buyer shall use commercially reasonable efforts to cause the benefit plans of Buyer or its applicable Affiliates in which employees are eligible to participate to take into account for all purposes thereunder (but not for purposes of defined benefit pension accruals under any defined benefit plan) the service of the Transferred Employees with Seller or its Affiliates prior to the benefits provided pursuant Closing Date to this Section 6.04the same extent as such service was credited for the applicable purpose by Seller or its applicable Affiliate. In addition, Buyer shall use commercially reasonable efforts to, or to cause its applicable Affiliates to use commercially reasonable efforts to, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including waive limitations on benefits relating to any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to conditions of the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Transferred Employees and their eligible dependentsdependents to the extent that such limitations were waived under the applicable employee benefit or welfare plan in which such Transferred Employee participated prior to the Closing Date, and (iiiii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period recognize for purposes of applying deductibles, co-payments annual deductible and out-of-pocket maximums as though such amounts had been limits under their health plans applicable to Transferred Employees, deductible and out-of-pocket expenses paid in accordance with the terms by Transferred Employees and conditions their respective dependents under Seller’s or any of the employee its Affiliates’ health or welfare plans in the calendar year in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRADate occurs. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving Corporation, Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in its sole discretion, shall either continue connection with the current employee benefits of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries Acquired Business to whom Purchaser intends to offer employment (each, each a "COMPANY EMPLOYEEProspective Employee" and, collectively, the ") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilitiesProspective Employees"). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company Seller shall use commercially reasonable efforts to terminate or amend assist Purchaser in obtaining the Ramsay Youth Services Deferred Compensation employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Retirement Plan Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (the "401K PLAN"c) as of a date prior Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. In connection with Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any termination way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the 401K Plan, the Company shall, to the extent legally required, fully vest all change of employer for so long as such employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained are employed by Purchaser, . Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributionscontinuation of group medical coverage with respect to its respective employees. (e) This Section 6.04 Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the sole and exclusive benefit of the Companycontinuation of, the Purchaser and the Merger Subsidiary. No Company Employee or any other person liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is intended not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a third-party beneficiary hereof"successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no Company Employee present, former or future employee or contractor of Purchaser or Seller shall have any rights be treated as the result of any provision of a third party beneficiary in or under this Section 6.04.Agreement

Certain Employee Matters. (a) The Surviving CorporationPurchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions) to substantially all Deaconess Employees (whether such employees are full-time employees, in its sole discretionpart-time employees, shall either continue on short-term or long- term disability or on leave of absence pursuant to Seller's policies, the current employee benefits Family and Medical Leave Act of 1993 or other similar local law) as of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities)Closing Date. In furtherance of Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Deaconess Employee who does not accept Purchaser's employment offer made under this Section 10.1(a), which individuals will remain employed by Seller as of the Closing Date (the "Retained Management Employees"). Any of the Deaconess Employees who accept an offer of employment with Purchaser as of or after the Closing Date shall be referred to in this Agreement as the "Hired Employees." Purchaser agrees either that it shall continue to maintain existing Company employee benefits employ in comparable positions the Hired Employees for a period of no less than ninety (90) calendar days following the Closing Date, unless Purchaser sooner terminates the employment of any Hired Employee for cause or arrange for any Hired Employee voluntarily resigns or retires. For a period of one year from the Company Closing Date, Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the Hired Employees on and after the Closing Date are, in the aggregate, substantially equivalent to that provided the Deaconess Employees as of the Closing Date, provided, however, that the entitlement of any of the Deaconess Employees to become participants in Purchaser's existing employee benefit plans after retention bonuses as of the Effective TimeClosing Date shall not constitute a term and condition of employment of any Hired Employee as to which Purchaser must provide a substantially equivalent benefit. (b) With respect to Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as of the benefits provided pursuant to this Section 6.04Closing Date, and all other paid time off pay, either by (i) service accrued by Company Employees during crediting such employees the time off reflected in the employment with the Company and its subsidiaries (including any predecessor entity) records of Seller immediately prior to the Effective Time shall be recognized for all purposesClosing Date, except for benefit accruals with respect to defined benefit pension plans, or (ii) any and all pre-existing condition limitations by making full payments to such employees of the amounts that such employees would have received had they taken such paid time off. (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Planc) and eligibility waiting periods under any group health plan Hired Employees shall be waived with respect to such Company Employees eligible for a medical and their eligible dependents, and (iii) Company hospital plan sponsored by Purchaser. Hired Employees shall be given credit for amounts paid under a Company Benefit Plan during periods of employment with Seller, as applicable, prior to the applicable period Closing Date for purposes of applying deductiblesdetermining eligibility to participate and vesting of benefits in Purchaser's employee benefit plans, co-payments and out-of-pocket maximums as though preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such amounts had been paid in accordance with preexisting conditions, to the terms and conditions of extent required by law, were applicable prior to the employee welfare plans in which any Company Employee becomes entitled to participateClosing Date. (cd) Seller shall be responsible to provide continuation coverage pursuant to the requirements of Code section 4980B and Part 6 of Title I of ERISA ("COBRA Coverage") with respect to the Deaconess Employees (and their dependents) whose qualifying event occurred prior to the date on which the Deaconess Employees become Hired Employees. Purchaser shall be responsible to provide COBRA Coverage with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or after the date on which such Deaconess Employees become Hired Employees. (e) After the Closing Date, Purchaser's human resources department will give reasonable assistance to Seller's human resources department with respect to Seller's post-Closing administration of Seller's pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Deaconess Employees (other than the Retained Management Employees). Within 10 Business Days ten (10) days after the Closing Date, Purchaser shall provide to Seller a list of all of the Deaconess Employees who were offered employment by Purchaser but refused such employment. (f) With respect to all Deaconess Employees (including Hired Employees), Seller shall be responsible for and shall pay, on or prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible wages, bonuses, vacation pay, pay for other compensated absences and other remuneration (including mandatory or discretionary benefits) earned or accrued by such employees as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request close of Purchaser delivered to the Company at least thirty days prior to business on the Closing Date, including any related payroll deductions (such as FICA and any pension or other employee benefit plan contributions and employment Taxes) with respect thereto, regardless of whether such amounts have been accrued on the Company shall use commercially reasonable efforts to terminate or amend books of Seller at the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as close of a date prior to business on the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (eg) This Section 6.04 is Seller shall have liability for the sole and exclusive benefit shall pay all severance payments (if any) due to any of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or Deaconess Employees (including any other person is intended to be Hired Employee) as a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision the termination of this Section 6.04their employment with Seller.

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current employee benefits Effective as of the Company and its subsidiaries or Closing Date, Buyer may, but shall provide the not be obligated to offer employment to some of Seller's employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that who are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days actively at work immediately prior to the Closing Date, subject to Buyer's right to terminate the Company will use commercially reasonable efforts employment of any such employees at any time and for any reason in its sole discretion. It is specifically understood that (i) Buyer shall have no obligation to provide hire any of the Seller's employees and (ii) no rights or entitlements shall vest in favor of any third party (including any of Seller's employees) by virtue of this Agreement. Any employees so hired are hereinafter referred to Purchaser in writing a list as "Transferred Employees." (b) Buyer agrees to assume responsibility to the Transferred Employees for the payment of all former Employees eligible as any accrued wages, salaries, commissions, vacation pay, sick pay, severance obligations and any other employee benefit or entitlement of any kind or nature whatsoever accrued or accruing to such date for continuation coverage under any Benefit Plan employees pursuant to COBRAany employee benefit plan, fund, program, contract (oral or written), policy or arrangement arising by reason of any applicable Law or any agreement that Seller may have with any such Transferred Employees, all to the extent arising in respect of or relating to the period prior to the Effective Date, but only if, and to the extent, disclosed on Schedule P. Nothing contained herein shall create any rights in favor of any Transferred Employee beyond rights to which they were otherwise entitled pursuant to any such applicable Law or agreement. (c) Seller shall be responsible to satisfy, and/or to reimburse Buyer on account of, any claims made by any Transferred Employees against Buyer for severance pay, unfair or unlawful termination, continued entitlement to benefits beyond termination and the like in the event of, and regardless of the circumstances of, Buyer's termination of the employment of any Transferred Employees following the Closing, to the extent that any such claims relate to, or otherwise arise on account of, or are calculated in whole or in part by reference to, the period prior to the Effective Date. Seller shall retain the right to challenge any such claims made by Transferred Employees, and Buyer shall continue to be liable for claims arising from the period after the Effective Date. (d) Seller shall terminate all of its employees and, subject to subsection (c ) above, shall be responsible for all of the consequences thereof. Seller shall be responsible for compliance with, and prior to the Closing shall complete any filings required pursuant to, all applicable Laws respecting the effect of the transaction contemplated by this Agreement and by any agreement or document contemplated hereby on any of its employees including, without limitation, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et seq. or any state law of similar effect ("WARN"). Seller agrees that it will not take any action which causes the notice provisions of WARN to be applicable to the transactions contemplated by this Agreement. (e) Effective as of Closing, Buyer, to the extent permitted by the respective insurance carriers and service providers, shall assume and maintain Seller's insured medical welfare benefit plan, provided that such contract is properly and legally assigned to Buyer. Notwithstanding anything herein in this Agreement to the contrary, upon written request Seller and Buyer acknowledge and agree that Buyer shall not assume Seller's worker's compensation insurance policy. (f) Seller agrees to cooperate with Buyer to transfer Seller's unemployment experience to Buyer, or its designee, if permitted by law and elected by Buyer. To the extent permitted under Law and at Buyer's election, Seller shall retain liability for unemployment compensation Taxes on behalf of Purchaser delivered to the Company at least thirty days Employees accrued prior to the Closing Date, the Company Closing. Seller shall also retain liability for unemployment compensation benefits relating to Employees who do not become Transferred Employees. (g) Seller shall use commercially reasonable efforts to terminate settle or amend the Ramsay Youth Services Deferred Compensation resolve all pending formal employee grievances, employee complaints and Retirement Plan (the "401K PLAN") as outstanding citations with due regard for not generating changes in work practice or precedents which will have a significant impact on future operations. Seller shall notify Buyer in advance of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan such settlements or resolutions and the Purchaser Buyer shall permit each Employee have the right to rollover his approve those aspects of such settlements and resolutions, if any, that would generate a material change in work practice or her accrued benefit under the 401K Planprecedents, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended approval not to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04unreasonably withheld.

Certain Employee Matters. Purchaser shall offer employment to the active employees of Seller listed on Schedule 3.17 hereto, other than those employees who are on disability or other leave of absence as of the Closing (a) The Surviving Corporationthe "Employees"), in its sole discretion, shall either continue and Seller will use reasonable efforts to cause the current employee Employees to make their employment services available to Purchaser. Employment will be offered to the Employees at the same base salary or hourly wage rate at which Seller employed such Employees as of the Closing. Purchaser agrees to honor accrued vacation time accumulated and vested by the Employees and to determine eligibility for benefits of the Company Employees and its subsidiaries or their dependents under Purchaser's health insurance without reference to "pre-existing condition" exceptions. Seller shall provide cooperate with Purchaser to ensure that Purchaser is provided after the employees Closing Date with all relevant information necessary for reporting employee withholding taxes and handling other employee matters. Purchaser and Seller intend that, notwithstanding anything in this Section 7.03, the Employees shall not be third party beneficiaries of this Agreement. Purchaser shall establish, within 30 days after the Closing Date, a 401(k) plan which is intended to qualify under Section 401 of the Company Code and its subsidiaries shall take all actions required to so qualify such plan (each, a "COMPANY EMPLOYEE"including preservation of Section 411(d)(6) with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilitiesCode protected benefits). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With Seller shall cause all contributions and other allocations with respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) period prior to the Effective Time shall Closing Date to be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (paid to the extent individual accounts of the Employees under its 401(k) plan prior to the last day of the month following the Closing Date (the "Valuation Date"). Seller shall cause the value of the individual accounts (vested and unvested) of Employees under its 401(k) plan as of the Valuation Date to be transferred, in cash, outstanding plan loans to Employees or other property acceptable to Purchaser, to Purchaser's 401(k) plan within ten business days thereafter, as such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) value may be equitably adjusted for earnings, losses and eligibility waiting periods under any group health plan shall be waived distributions with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during accounts from the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior Valuation Date to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list actual date of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Datetransfer. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each preserve all rights, benefits and features contained in Seller's 401(k) plan. If any Employee to rollover terminates employment with Purchaser and thereby forfeits any portion of his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.individual

Certain Employee Matters. (a) The Surviving CorporationCompany shall, in its sole discretionat or prior to the Effective Time, shall either continue terminate all Plans providing for the current employee benefits granting of options or any securities of the Company to any employee, director or consultant of the Company or any of its Subsidiaries. (b) Subject to any written agreement among Parent, Holding, the Company and a payee executed prior to the Closing, Parent and Holding shall cause the Surviving Corporation and its subsidiaries or shall provide the to honor all employment and severance agreements of employees of the Company and its subsidiaries (each, Subsidiaries set forth on Schedule 5.9(b). Parent and Holding acknowledge that consummation of the transactions contemplated by this Agreement will constitute a "COMPANY EMPLOYEE") with employee benefits that are comparable change in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light control of the Company Employee's new post(to the extent such concept is applicable) for the purpose of all the Plans. (c) Subject to any written agreement among Parent, Holding, the Company and a payee executed prior to the Closing, Parent, Holding and the Company agree that payments calculated pursuant to the Life Re Corporation Long-Merger responsibilitiesTerm Incentive Plan (the "LTIP") and related arrangements shall be made at the Closing (by wire transfer as directed by the respective payees) in the amounts indicated and to the employees listed on Schedule 5.9(c). In furtherance of The Company shall cause the foregoing, Purchaser agrees either LTIP to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after be terminated at the Effective Time, subject to the making of such payments. (bd) With respect For purposes of determining eligibility to participate, vesting and accrual or entitlement to benefits where length of service is relevant under any employee benefit plan or arrangement of the Surviving Corporation and its subsidiaries (or of Parent, Holding and their subsidiaries, to the benefits provided pursuant extent an employee of the Company or its Subsidiaries shall become eligible to this Section 6.04participate therein), (i) service accrued by Company Employees during employment with employees of the Company and its subsidiaries (including any predecessor entity) Subsidiaries immediately prior to the Effective Time ("Affected Employees") shall receive service credit for service with the Company and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of the Company and its Subsidiaries; provided, however, that such service need not be recognized for credited to the extent that it would result in a duplication of benefits. (e) Parent, Holding and their respective subsidiaries will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all purposeslimitations as to preexisting conditions, except for benefit accruals exclusions and waiting periods with respect to defined benefit pension plans, (ii) any participation and all pre-existing condition limitations (coverage requirements applicable to the extent Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility or waiting periods under any group health plan shall be waived that are already in effect with respect to such Company Employees employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums that have not been satisfied as though such amounts had been paid in accordance with the terms and conditions of the employee Closing Date under any welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days plan maintained for the Affected Employees immediately prior to the Closing Date, the Company will use commercially reasonable efforts to and (ii) provide to Purchaser in writing a list of all former Employees eligible as of such date each Affected Employee with credit for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days co-payments and deductibles paid prior to the Closing Date, the Company shall use commercially reasonable efforts Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to participate in after the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (ef) This Nothing in this Agreement (other than the first sentence of Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person 5.9(b)) is intended to be a third-party beneficiary hereofcreate any right of employment for any person or to create any obligation for Parent, and no Company Employee shall have Holding, the Surviving Corporation or their respective subsidiaries to continue any rights as Plan following the result of any provision of this Section 6.04Effective Time.

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current With respect to each employee benefits of the Company and its subsidiaries or shall provide the employees of whose employment is continued with the Company and its subsidiaries following the Closing Date (each, a "COMPANY EMPLOYEE") “Covered Employee”), Buyer shall, on and after the Closing Date, provide, or cause one of its Subsidiaries to provide, to each Covered Employee under each employee benefit plan maintained or contributed to by Buyer or any Subsidiary of Buyer for its similarly situated employees, credit for purposes of eligibility to participate, vesting and benefit accrual for full and partial years of service with employee benefits Seller and its Affiliates performed prior to the Closing Date; provided, that are comparable no such prior service shall be taken into account to the extent it would result in the aggregate to those provided to similarly situated employees duplication of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities)benefits. In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, Buyer shall (i) service accrued by Company Employees during employment with the Company subject to obtaining any required consent of any insurer, waive or cause to be waived all limitations as to preexisting conditions, exclusions and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals waiting periods or required physical examinations with respect to defined benefit pension plansparticipation and coverage requirements applicable to Covered Employees and their eligible dependents under any health, (ii) any medical, disability and all pre-existing condition life insurance plans offered by Buyer or its Subsidiaries, other than limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility or waiting periods under any group health plan shall be waived that are already in effect with respect to such Company Covered Employees and their eligible dependents, that have not been satisfied as of the Closing Date; and (iiiii) Company Employees shall use commercially reasonable efforts to provide or cause to be given provided to each Covered Employee credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, any co-payments and deductibles paid by such Covered Employee and his or her respective dependents prior to the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket maximums requirements under the analogous benefit plan of Buyer or its Subsidiaries. From and after the Closing Date, Buyer shall, or shall cause the Company, to honor any accrued vacation or paid time off to which a Covered Employee is entitled as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days immediately prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of provided that such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate accrued vacation or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances paid time off is accrued in the Plan and the Purchaser shall permit each Employee to rollover his calculation of Net Working Capital. Nothing in this section, express or her accrued benefit under the 401K Planimplied, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be, shall constitute or shall be a third-construed as an amendment to or modification of any employee benefit plan or arrangement of Buyer, Seller, or any of their Affiliates or limit in any way the right of Buyer, Seller, or any of their respective Affiliates to amend, modify or terminate any of their respective employee benefit plans or arrangements. Further, nothing in this section, express or implied, shall create any third party beneficiary hereof, and no Company Employee shall have any rights as the result in favor of any provision employee, or create any third party beneficiary or other rights to continued employment with Buyer, Seller, or any of this Section 6.04their respective Affiliates and nothing herein shall limit the right of Buyer, Seller or any of their Affiliates to terminate the employment of any Covered Employee, at any time for any or no reason in a manner consistent with applicable contractual obligations, if any.

Certain Employee Matters. (a) The Surviving Corporation, Purchaser intends to ------------------------ offer employment in its sole discretion, shall either continue the current employee benefits comparable positions to all of the Company employees working at the Hospitals as of the Closing Date. All such employees who accept Purchaser's offer of employment shall be referred to herein as the "Hired Employees." Also prior to Closing, Purchaser will notify Sellers of any employees to whom Purchaser does not intend to offer employment. In any event, Purchaser agrees to make a sufficient number of offers of employment such that Sellers' termination of employees under the Asset Purchase Agreement prior to Closing and its subsidiaries or any employees not hired under this Agreement will not constitute a violation of the WARN Act. Except as otherwise provided for in this Agreement, Purchaser shall provide be responsible for all costs and liabilities attendant to the termination of any employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in Hospitals at or following the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective TimeClosing. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Purchaser shall give all Hired Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized full credit for all purposesof the accrued vacation, except for benefit accruals with respect to defined benefit pension plansholiday and sick pay of such employees, (ii) any and all pre-existing condition limitations (to either by allowing such employees the extent such limitations did not apply to a pre-existing condition under accrued time off reflected in the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect employment records of the Seller or by making full payments to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions employees of the employee welfare plans in amounts which such employees would have received had they taken their accrued or accumulated holiday or vacation time. Purchaser shall not be obligated to pay any Company Hired Employee becomes entitled to participatefor accrued sick time upon the termination, whether voluntary or involuntary, of such Hired Employee. (c) Within 10 Business Days Purchaser shall offer health insurance benefits to all Hired Employees and their dependents (except those persons not having health insurance benefits with the Seller immediately prior to the Closing), effective simultaneously with the Closing, and shall be responsible for all employee health claims resulting from occurrences beginning before, on or after the Closing DateDate without regard to whether a Hired Employee is actively at work on said date, except those Hired Employees who are hospitalized on the Company Closing Date who will use commercially reasonable efforts remain the responsibility of Seller until they are discharged from the hospital. Notwithstanding the foregoing sentence, in no event shall Seller be liable after Closing to provide to Purchaser Hired Employees or dependents who are in writing a list of all former Employees eligible as of such date hospital receiving healthcare services on the Closing Date for continuation of healthcare benefits beyond the period required pursuant to the healthcare continuation provisions of Section 4980B of the Code and of Sections 601 through 609 of ERISA. Any amounts which have been applied toward satisfaction of the calendar year 1996 deductible on behalf of any Hired Employee under any insured employee welfare benefit plan of Seller shall be deemed to be so applied toward satisfaction of the calendar year 1996 deductible under the applicable insured employee welfare benefit plan of the Purchaser. Any amounts which have accumulated towards any Hired Employee's satisfaction of a limitation on benefit payments or coverage under any Benefit Plan pursuant employee welfare benefit plan of Seller shall be applied toward any such limitation under the applicable insured welfare benefit plan of Purchaser, and Purchaser shall cause its employee welfare benefit plans to COBRAwaive any limitations for pre-existing conditions with respect to conditions affecting any Hired Employees as of the date of hire by Purchaser other than conditions affecting such Hired Employees which were excluded with respect to such Hired Employees as pre-existing conditions under the employee welfare benefit plan of Seller. Purchaser shall take into account all service with Seller or any affiliate or division of Seller for purposes of determining whether an employee has satisfied the service requirements for eligibility, participation and all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans of Purchaser (whether or not insured). (d) Notwithstanding anything herein Except as otherwise provided for in this Agreement, Hired Employees will be offered employee benefits to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") same extent as of a date prior to the Closing Date. In connection employees occupying similar positions with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by similar experience with Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving CorporationImmediately prior to the Closing, in its sole discretionPurchaser shall offer to employ, shall either continue the current employee benefits on an "at will" basis, substantially all of the Company and its subsidiaries or shall provide the employees of the Company Seller as of the Closing Date, including employees on military or other types of leave (excluding employees with employment agreements, which Purchaser shall assume) in positions and its subsidiaries at compensation levels consistent with those being provided by Seller immediately prior to Closing. All such employees who accept the Purchaser’s offer of employment shall be referred to herein as the "Hired Employees". The Purchaser will ensure that the level of benefits of each of the Hired Employees immediately following the Closing is comparable, in the aggregate, to those provided the Hired Employees immediately preceding the Closing. Schedule 12.1(a) provides a list of employees of Seller who are‌ on short-term or long-term disability or on leave of absence pursuant to the Seller's policies or Law (each, a an "COMPANY EMPLOYEEInactive Employee" and collectively "Inactive Employees"), provides the date such absence began, and provides the date, if known, that the employee is expected to return to work. The list of Inactive Employees on Schedule 12.1(a) with employee benefits that are comparable in the aggregate to those provided to similarly situated employees will be updated as of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect Purchaser shall assume sponsorship of each of the Employee Benefit Plans set forth on Schedule 4.15 hereto and shall assume all assets, liabilities, obligations and commitments arising thereunder. If, after Closing, Purchaser amends or replaces any such Employee Benefit Plan, Purchaser shall grant vesting and eligibility credit to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals Seller's employees with respect to defined Purchaser's employee benefit pension plans. Any amounts which have been applied toward satisfaction of the calendar year 2014 co-payment, (ii) maximum out of pocket, or deductible on behalf of any and all Hired Employee or dependent under any employee welfare benefit plan of the Seller shall be deemed to be so applied toward satisfaction of the calendar year 2014 co-payment, maximum out of pocket, or deductible under the applicable employee welfare benefit plan of Purchaser. Purchaser shall cause its employee welfare benefit plans to waive any exclusions or limitations for pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) conditions and eligibility waiting periods under any group health plan shall be waived with respect to such Company conditions affecting any Hired Employees and their eligible dependents, and (iii) Company Employees as of the Effective Time. The Purchaser shall be given credit for amounts paid under a Company Benefit Plan during take into account all prior service credited to the applicable period Hired Employee by the Seller for purposes of applying deductiblesdetermining whether an employee has satisfied the service requirements for eligibility, co-payments participation and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans in which any Company Employee becomes entitled to participateof the Purchaser, but not for purposes of determining the amount of benefits under such welfare benefit plans. (c) Within 10 Business Days Notwithstanding anything in this Agreement to the contrary, from and after the Effective Time, Purchaser and each of its ERISA Affiliates will comply in all respects with the group health plan continuation coverage requirements of COBRA. Without limiting the generality of the foregoing, Purchaser and each of its ERISA Affiliates will comply with all COBRA requirements, including the provision of continuation coverage, that arise with respect to employees or former employees who are not Hired Employees and their respective spouses and dependents, of Seller or its ERISA Affiliates, as a result of the transactions contemplated by this Agreement or that have arisen prior to this transaction (each a "qualified beneficiary"). Purchaser shall provide at its expense, less the applicable premium paid by the qualified beneficiary, COBRA continuation coverage under its group health plan to individuals who, as of the Closing Date, are COBRA qualified beneficiaries with respect to the Company will use commercially reasonable efforts to provide to Purchaser in writing a list Seller's or its ERISA Affiliates’ group health plans, each of all former Employees eligible as of whom is listed on Schedule 12.1(c), which such date for continuation coverage under any Benefit Plan pursuant to COBRAschedule shall be updated at Closing. (d) Notwithstanding anything herein Purchaser shall give credit to all Hired Employees for their respective unused vacation, holiday and personal days accrued through the Effective Time. Purchaser shall also give credit to all Hired Employees for their respective sick leave and extended illness benefits accumulated through the Effective Time without adjustment to the contraryPurchase Price, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Dateprovided, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Planhowever, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the that Purchaser shall permit each Employee have the right to rollover his amend, modify, or her accrued benefit under eliminate the 401K Plan, including any promissory notes attributable to loans under accrual of such benefits after the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributionsEffective Time. (e) This Section 6.04 is for After the sole Effective Time Purchaser shall continue to withhold funds from the wages of any Hired Employees with respect to any garnishment agreements relating to the Hired Employees and exclusive benefit of remit to recipients such funds in accordance with the Companygarnishment agreements, the Purchaser including any garnishment agreements between Seller and the Merger Subsidiary. No Company Employee Hired Employees. (f) Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment to any particular employee benefit plan of Purchaser or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.Seller,

Certain Employee Matters. (a) The Surviving CorporationSeller shall, and (with respect to employees located in its sole discretionCanada) shall cause ▇▇▇▇▇▇ Canada to, shall either continue terminate or cause the current employee benefits termination of all employees principally engaged in the Transferred Business (including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability or other unpaid leave) and set forth on Schedule 5.02(a) (the “Transferred Business Employees”) as of the Company Closing Date and its subsidiaries or thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of such employees which shall provide the employees be prorated as of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light end of the Company Employee's new post-Merger responsibilities). In furtherance of shift that ends on the foregoingClosing Date, Purchaser agrees either to maintain existing Company together with any employee benefits or arrange for bonuses payable in connection with the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Timetransactions contemplated herein. (b) With Buyer shall, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”), to offer employment to each Transferred Business Employee effective as of the Closing Date, provide to all Transferred Business Employees not less than the same wages and not less than substantially comparable benefits provided pursuant in the aggregate to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) what they had immediately prior to the Effective Time shall be recognized Closing Date and ensure that a sufficient number of Transferred Business Employees are offered and provided employment for all purposesa sufficient period (but in no event less than ninety (90) days) after the Closing Date in order to avoid causing a mass layoff or plant closing by, except for benefit accruals with respect to defined benefit pension plansor any liability to, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition Seller under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect WARN Act or similar law in the State of New York or by reason of the transactions contemplated to such Company Employees and their eligible dependents, and (iii) Company occur at Closing. Each of the Transferred Business Employees shall be given credit under the benefit plans of Buyer and TOG, as applicable (for amounts paid under a Company Benefit Plan during the applicable period plan eligibility purposes) in respect of all service performed for purposes of applying deductiblesSeller or its Affiliates prior to Closing. Buyer agrees that Buyer and TOG, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions applicable, will provide to all of the employee welfare plans Transferred Business Employees all earned but untaken paid time off, or payment in which lieu thereof, credited to the Transferred Business Employees by Seller and ▇▇▇▇▇▇ Canada, as applicable, as of the Closing and disclosed on Schedule 5.02(b). The Transferred Business Employees are not intended to be third party beneficiaries of this Agreement or, in particular, any Company subsection of this Section 5.02, and as such, no such Transferred Business Employee becomes shall be entitled to participateenforce any of the provisions of this Section 5.02 against Seller or Buyer. (c) Within 10 Provided that Buyer complies with each of the covenants set forth in this Section 5.02, and except as set forth in this Section 5.02, Buyer will have no liability or obligation in connection with Seller's and ▇▇▇▇▇▇ Canada’s employees or former employees and their beneficiaries (including former employees of the Transferred Business Days prior who do not become employees of the Buyer) for (i) contributions to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage or payments under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contraryPlans of Seller or other employee benefit plans, upon written request stock options, programs, arrangements or understandings of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K PlanSeller, including any promissory notes attributable to loans under the 401K Plan401(k) plan contributions, to a qualified retirement plan maintained by Purchaseror (ii) claims, to the extent such rollovers constitutedemands, administrative proceedings or suits arising out of or in the Purchaser's sole discretionconnection with alleged unlawful employment practices of Seller, valid eligible rollover distributionsall of which shall be Excluded Liabilities. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving CorporationParent shall, in or shall cause one of its sole discretionAffiliates to, shall either continue the current employee benefits offer to employ all of the Company and its subsidiaries or shall provide the employees Employees and, effective as of the Company and Closing Date, employ all Employees who accept such offers. Each such offer of employment by Parent or its subsidiaries (each, designated Affiliate shall be for a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, position: (i) service accrued by Company Employees during employment that is consistent with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plansnature of such individual's position as an Employee, (ii) any and all pre-existing condition limitations (with a salary or other current cash compensation at a level comparable to what the extent such limitations did not apply individual received as an Employee immediately prior to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependentsClosing, and (iii) Company Employees with benefits comparable to other employees of Parent and its Affiliates (not including Planco, Incorporated) with similar duties. Fortis shall not, directly or indirectly, take any action designed or intended to influence an individual's decision to accept such offer. Each Employee who accepts such an offer by Parent or its designated Affiliate shall be given credit for amounts paid under referred to as a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which "Buyer Employee." If Parent or its designated Affiliate terminates any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to Buyer Employee's employment without Cause within twelve months after the Closing Date, the Company will use commercially reasonable efforts Parent shall, or shall cause its designated Affiliate to, pay to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company Buyer Employee at least thirty days the amount of severance pay and additional benefits described on SCHEDULE 5.11 and, for such purpose, giving each Buyer Employee credit for such Buyer Employee's prior service with the Seller Parties or any Affiliate thereof (including any amount of service credit given to a Buyer Employee by the Seller Parties or their Affiliates for periods of time prior to such Buyer Employee's becoming employed by the Seller Parties or their Affiliates). Any Employee (including any individual employed by Fortis Advisers or Fortis Investors) who does not accept such offer of employment by Parent or its designated Affiliate shall either, in the discretion of Fortis, remain an employee of the Seller Parties or one of their Affiliates, or be severed from employment with the Seller Parties and their Affiliates, and in each instance the Seller Parties shall be responsible for all costs associated with such continued employment. Notwithstanding the foregoing, in the event that Parent or one of its Affiliates, within twelve months after the Closing Date, hires an Employee who is severed from employment with the Company Seller Parties and their Affiliates as described in the immediately preceding sentence, Parent shall, or shall use commercially reasonable efforts cause one of its Affiliates to, reimburse the applicable Seller Party or Affiliate for the amount of cash severance pay actually paid by such Seller Party or Affiliate to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In such Employee in connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributionsseverance. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving CorporationNo later than thirty (30) days prior to the Transition Date, Buyer or one or more of its Affiliates shall offer employment commencing effective as of the Transition Date, to each Business Employee who remains a Business Employee immediately prior to the Transition Date. With respect to each Business Employee who is not an Excluded Employee or a Union Employee, such offer of employment shall be (i) at a base salary or base hourly wage that is not less than the base salary or base hourly wage that such Business Employee was receiving immediately prior to the Transition Date and (ii) on other terms and conditions (including participation in retirement and welfare plans and programs) that are at least as substantially comparable, in the aggregate, to those provided by RNR and its sole discretion, shall either continue Affiliates to such Business Employee immediately prior to the current employee benefits Transition Date (the “Employment Offers”). Each Business Employee who accepts Buyer’s offer of employment and becomes employed by Buyer or one of its Affiliates on the Transition Date is herein referred to as a “Transferred Employee.” Until the first anniversary of the Company Transition Date, each Transferred Employee who is not an Excluded Employee or Union Employee shall, while employed by Buyer and/or its Affiliates, be employed on terms and its subsidiaries or conditions not less favorable, in the aggregate, to those set forth in such Transferred Employee’s Employment Offer. Without limiting the immediately preceding sentence, Buyer shall provide (or cause one or more of its Affiliates to provide) each Transferred Employee (other than an Excluded Employee or Union Employee) whose employment is terminated by Buyer or any of its Affiliates without “cause” during the employees period commencing on the Transition Date and ending on the first anniversary of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") Transition Date with employee severance benefits that are comparable not less favorable than those set forth in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light Section 9.04(a) of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective TimeDisclosure Schedule. (b) With No later than thirty (30) days prior to the Transition Date, Buyer or one or more of its Affiliates shall offer employment commencing effective as of the Transition Date, to each Union Employee who remains a Business Employee immediately prior to the Transition Date. Such offer of employment shall be at a base salary or base hourly wage that is not less than the base salary or base hourly wage that such Union Employee was receiving immediately prior to the Transition Date and on other terms and conditions in compliance with the USW CBA and in no event, no less favorable, in the aggregate, to those provided by RNR and its Affiliates to such Business Employee immediately prior to the Transition Date except as such terms and conditions are modified or amended pursuant to any modification or amendment of the USW CBA negotiated between Buyer and the Union following Closing. Each Union Employee who accepts Buyer’s offer of employment and becomes employed by Buyer or one of its Affiliates on the Transition Date shall be considered a Transferred Employee for all purposes of this Agreement with the sole exception of Section 9.04(a). (c) Each of the Sellers shall permit, and cause their Affiliates to permit, Buyer to contact and make arrangements with the Business Employees regarding employment or prospective employment by Buyer after the Closing and for the purpose of ensuring the continuity of the Business, and each Seller agrees not to discourage, and to cause their Affiliates not to discourage, any Business Employees from consulting with Buyer. (d) The Sellers shall retain responsibility for the payment of any employee benefits or entitlement, including severance pay, deferred compensation, equity-based or cash incentive compensation, accrued vacation, sick or holiday pay to any Transferred Employee or any other Business Employee pursuant to any Business Employee Benefit Plan as a result of or in connection with the consummation of the transactions contemplated hereby. Without limiting the foregoing, with respect to any annual cash bonuses that may be payable to the benefits provided pursuant to this Section 6.04, Transferred Employees under any short-term incentive plan of RNR or any of its Affiliates in respect of 2017 performance: (i) service accrued by Company the Transferred Employees during shall be deemed to have satisfied all applicable employment conditions notwithstanding their termination of employment with the Company and its subsidiaries (including any predecessor entity) RNR immediately prior to the Effective Time Transition Date; and (ii) subject to the allocation of costs in the Transition Services Agreement and Section 12.02, RNR or one of its Affiliates shall be recognized pay such bonuses in the ordinary course during 2018, subject to any applicable performance requirements and the other terms and conditions (other than employment or service conditions) of the short-term incentive plan. (e) The Parties acknowledge that the transactions provided for all purposesin this Agreement may result in obligations on the part of the Sellers or their Affiliates and one or more of the Business Employee Benefit Plans that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) to comply with the health care continuation requirements of COBRA or state law, except as applicable. The Parties expressly agree that Buyer and Buyer’s Employee Benefit Plans shall have no responsibility for benefit accruals the compliance with such health care continuation requirements (i) for qualified beneficiaries who previously elected to receive continuation coverage under the Business Employee Benefit Plans or who between the date of this Agreement and the Transition Date elect to receive continuation coverage, or (ii) with respect to defined those employees and former employees of the Sellers and their Affiliates who may become eligible to receive such continuation coverage on or prior to the Transition Date or in connection with the transactions provided for in this Agreement. (f) For the applicable plan year that includes the Transition Date, the Transferred Employees shall not be required to satisfy any deductible or out-of-pocket maximum requirements under the benefit pension plans, programs and policies maintained by Buyer or its Affiliates (iithe “Buyer Plans”) any that provide medical (including prescription drug), dental and all vision benefits (collectively, the “Buyer Health Plans”) to the extent such requirements were satisfied for the portion of the current plan year under the Business Employee Benefit Plans that provide medical, dental and vision benefits (the “Business Employee Health Plans”). Any waiting periods, pre-existing condition limitations (exclusions and requirements to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group show evidence of good health plan contained in Buyer Health Plans shall be waived with respect to the Transferred Employees (except to the extent that any such Company waiting period, pre-existing condition exclusion, or requirement of showing evidence of good health applied under the applicable the Business Employee Health Plans in which the Business Employee participates or is otherwise eligible to participate as of immediately prior to the Transition Date). (g) Buyer shall cause the Buyer Plans that cover the Transferred Employees after the Transition Date to credit service with Sellers and their eligible dependentsAffiliates and any formerly affiliated predecessor employers to the extent credited by Sellers and their Affiliates as service with Buyer under the corresponding or comparable Business Employee Benefit Plans prior to the Transition Date for purposes of (i) accruing annual vacation time and paid time off, (ii) calculating severance benefits under Buyer’s severance plan(s), and (iii) Company eligibility and vesting (but not for benefit accrual purposes under any defined benefit pension plan) under the Buyer Plans. (h) From and after the Transition Date, Buyer or one of its Affiliates shall assume and honor the USW CBA. RNR and Buyer shall cooperate in connection with any engagement in any type of bargaining required in connection with the transactions contemplated by this Agreement (including, for avoidance of doubt, the Transition Services Agreement) or under applicable Law (including “effects” bargaining) with the collective bargaining representative of the Union between the date of this Agreement and the Transition Date. (i) Subject to the terms of the Transition Services Agreement, Buyer and its Affiliates shall have sole responsibility for all Liabilities relating to or arising from Buyer’s and its Affiliates’ employment of the Transferred Employees on and following the Transition Date. Buyer and its Affiliates shall be given credit solely responsible for amounts paid any obligations or liabilities arising under the WARN Act with respect to or as a Company Benefit Plan result, in whole or in part, of the actions or omissions of Buyer or any of its Affiliates on or after the Transition Date. Prior to the Transition Date, Sellers will provide to Buyer a list of employees and former employees of Sellers and their Affiliates who were employed in the Business who have incurred an “employment loss” (within the meaning of the WARN Act) (by date and location) during the applicable ninety (90) day period for purposes preceding the Closing Date. Buyer releases, and shall defend, indemnify and hold harmless, Sellers’ Indemnitees from and against all Losses (REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF SELLERS INDEMNITEES) arising out of, related to, or caused by Buyer’s and its Affiliates’ employment of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the Transferred Employees following the Transition Date or the terms and conditions of any Transferred Employee’s employment following the employee welfare plans in which any Company Employee becomes entitled to participateTransition Date. (cj) Within 10 From and after the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Transition Date, except in the ordinary course of business or as required under applicable Law or the terms of any Business Days Employee Benefit Plan as of the date hereof, Sellers shall not, except with Buyer’s prior written consent (which consent shall not be unreasonably withheld), (i) increase the compensation or benefits payable to any Business Employee, (ii) terminate the employment of any Business Employee whose annual base compensation is greater than $150,000, other than for cause, or (iii) hire any Business Employee whose annual base compensation is greater than $150,000. (k) No provision of this Section 9.04 shall create any Third-Party beneficiary rights under this Agreement in any Business Employee (including any beneficiary or dependent thereof). (l) From and after the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the one-year anniversary of the Closing Date, Buyer may not (i) employ, hire or otherwise retain any employee (or person who was previously an employee in the Company will use commercially reasonable efforts 180-day period prior to provide such employment, hiring or retention) of RNR or any of its Affiliates or (ii) solicit, raid, entice or induce, directly or indirectly, any employee (or person who was previously an employee in the 180-day period prior to Purchaser such solicitation, raid, enticement, or inducement) of RNR or any of its Affiliates or any other person who is under contract with or rendering services to RNR or any of its Affiliates in writing a list an employee-like capacity in the day-to-day business operations of all former RNR or any of its Affiliates, to (A) terminate his or her employment by, or contractual relationship with, RNR or its Affiliates, (B) refrain from extending or renewing the same (upon the same or new terms), (C) refrain from rendering services to or for RNR or its Affiliates, or (D) become employed by or to enter into contractual relations with any persons other than RNR or its Affiliates; provided, however, that the foregoing restrictions shall not apply to Business Employees eligible as and any other employees for which Sellers have given their specific written consent for Buyer to employ or solicit. Notwithstanding the foregoing, the publication of classified advertisements in newspapers, periodicals, internet bulletin boards or websites, or other publications of general availability or circulation not directly or indirectly targeted at any employees of RNR or its Affiliates and the hiring of any employees of RNR or its Affiliates who were not previously an employee in the 180-day period prior to the date of such date for continuation coverage under any Benefit Plan pursuant hiring who respond to COBRAsuch advertisements in his or her own volition shall not be deemed a breach of this provision unless the advertisement is undertaken as a means to circumvent or conceal a violation of this provision. (dm) Notwithstanding anything herein to As of and effective upon the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Transition Date, the Company Sellers shall use commercially reasonable efforts or shall cause their Affiliates to terminate or amend the Ramsay Youth Services Deferred Compensation (i) assign to Buyer and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shallits Affiliates, to the extent legally required, fully vest all employees in their account balances in the Plan permitted by applicable Law and the Purchaser shall permit each applicable agreement, any and all nondisclosure agreements or covenants, noncompetition agreements or covenants, non-solicitation agreements or covenants or other restrictive covenants (the “Restrictive Covenants”) between Sellers or their Affiliates, as applicable, on the one hand, and any Transferred Employee to rollover his or her accrued benefit under (other than any Excluded Employees), on the 401K Planother hand, including and (ii) waive such Restrictive Covenants, and any promissory notes attributable to loans under related claims against Buyer and its Affiliates and the 401K PlanTransferred Employees, to a qualified retirement plan maintained by Purchaser, with respect to the extent such rollovers constitute, in Transferred Employees’ employment by Sellers or their Affiliates and activities for or on behalf of Buyer or its Affiliates following the Purchaser's sole discretion, valid eligible rollover distributionsClosing. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being "participating employers" and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; PROVIDED, HOWEVER, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law ("COBRA") to each "qualified beneficiary" as that term is defined in COBRA whose first "qualifying event" (as defined in COBRA) occurs on or prior to the Closing Date. The Surviving CorporationAcquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) For a period of one (1) year following the Closing Date, Buyer shall provide or cause to be provided to Acquired Company Employees (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and their respective management direct reports) who remain employees with Buyer and its Subsidiaries, (i) compensation that is comparable in the aggregate (without regard to any equity or equity-based compensation) to that provided to them immediately prior to Closing, PROVIDED that equity or equity-based compensation provided to such Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; PROVIDED, FURTHER, that Buyer in its sole discretiondiscretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); PROVIDED, FURTHER, that during such one (1) year period the base salary of such Acquired Company Employees shall either continue not be less than that in effect immediately prior to the current Closing and (ii) employee benefits of the Company (including severance benefits but excluding retiree health and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE"life benefits) with employee benefits that are comparable in the aggregate to those that provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) them immediately prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participateClosing. (c) Within 10 Business Days Effective as of the Closing Date, Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate ("BUYER'S RETIREMENT PLAN"). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code ("SELLER'S RETIREMENT PLAN") shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller's Retirement Plans and Buyer's Retirement Plans, any notes representing participant loans, from Seller's Retirement Plans into Buyer's Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and life benefits under any Seller Plan that is a group health and life plan ("SELLER'S RETIREE PLANS") whose termination of employment occurs on or prior to the Closing Date. Following the Closing Date, Buyer or the Acquired Companies shall adopt a group health plan and group term life plan in which the Acquired Company Employees and their dependents may participate ("BUYER'S GROUP WELFARE PLANS"). (e) For purposes of determining eligibility to participate and vesting (and for benefit accrual purposes in the case of vacation and severance plans) where length of service is relevant under any employee benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its subsidiaries, to the extent an Acquired Company Employee shall become eligible to participate therein), Acquired Company Employees shall receive service credit for service with Seller and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of Seller and its Subsidiaries; PROVIDED, HOWEVER, that such service need not be credited to the extent that it would result in a duplication of benefits. (f) Parent, Buyer, the Acquired Companies and their respective Subsidiaries will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any welfare plan maintained for Acquired Company Employees immediately prior to the Closing Date, and (ii) provide each Acquired Company Employee with credit for any co-payments and deductibles paid prior to the Company will use commercially reasonable efforts to provide to Purchaser Closing Date in writing a list respect of all former Employees eligible as of such date for continuation coverage the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any Benefit Plan pursuant welfare plans for such year that such employees are eligible to COBRAparticipate in after the Closing Date. (dg) Notwithstanding anything herein to No provision of this Section 4.6 shall create any third party beneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, Parent or their respective subsidiaries including the contraryAcquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any benefits that may be provided, upon written request directly or indirectly, under any Plans or any such similar plan or arrangement which may be established by Parent, Buyer, or any of Purchaser delivered to the their respective subsidiaries for Acquired Company at Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, the Company Buyer shall use commercially reasonable efforts identify in writing those Bank Channel Employees that it desires to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to employ after the Closing Date. In connection Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its sole discretion (subject to Buyer's obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer's offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for any severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any liability, obligation or commitment of Seller, GAC or any other Subsidiary of Seller or GAC that relates to, or that arises out of, the employment or the termination of the 401K Planemployment with any such person of any Bank Channel Employee (including as a result of the transactions contemplated by this Agreement) shall be the responsibility of the Seller or such Subsidiary (including any accrued but unused vacation, the Company shallseverance or similar benefits that may be payable, if any, to the extent legally required, fully vest all employees Bank Channel Employees in respect of their account balances in the Plan termination of employment with Seller and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit its Affiliates as of the CompanyClosing) and none of Parent, the Purchaser and the Merger Subsidiary. No Company Employee Buyer or any other person is intended to be a third-party beneficiary hereof, and no Acquired Company Employee shall have any rights as the result of any provision of this Section 6.04liability therefor.

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue On the current employee benefits of Closing Date the Company and its subsidiaries or shall provide Buyer intends to offer employment to the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that Sellers who are comparable actively employed by the Sellers in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to on the Closing Date, and the Company will use commercially reasonable efforts employees identified on Schedule 6.4 (any such employees who accept such offer of employment being referred to provide herein as the "Hired Employees"); provided, however, that the Buyer shall offer the Hired Employees employee benefit plans that are similar to Purchaser in writing a list those offered by other companies that are of all former Employees eligible the same size as the Buyer after the Closing Date; except for Hired Employees, the Buyer shall have no liability to any employees of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrarySellers who, upon written request of Purchaser delivered to the Company at least thirty days prior to on the Closing Date, the Company shall use commercially reasonable efforts to terminate are not actively employed or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan are on disability, leave of absence, military service leave or lay-off (the "401K PLAN"whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) as of a date or who have retired prior to the Closing Date. In connection with Nothing contained in this Agreement shall confer upon any termination Hired Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any right to employment or continued employment or to any benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of the 401K Buyer, nor shall anything contained in this Agreement constitute a limitation on or restriction against the right of the Buyer to amend, modify or terminate any such plan, policy or arrangement or the terms or conditions of employment. The Sellers shall retain all liabilities and obligations arising from the termination or severance of all employees of the Business who do not become Hired Employees on the Closing Date. The Buyer shall bear the cost of any liability to Hired Employees under the Worker Adjustment and Retraining Notification Act which arises as a consequence of actions of the Buyer after the Closing. (b) The Sellers shall cause all Current Employees to be fully vested as of the Closing Date under each defined benefit pension plan (except for the Huron/St. Clair Company Plant II Hourly Employees Pension Plan), profit sharing plan, benefit restoration programs, savings plan and other employee pension benefit plan and retirement arrangements of the Sellers covering such employees. (c) Buyer shall adopt and assume the assets, liabilities and obligations to maintain the Huron/St. Clair Company Plant II Hourly Employees Pension Plan, effective as of the Company shallClosing Date. (d) The Buyer shall provide that (i) any amount paid by Sellers' employees through the Closing Date for medical expenses that are treated as deductible or co-insurance payments under the Sellers' health plan shall reduce the amount of any deductible or co-insurance payment required to be paid for a similar period under the Buyer's health plan; provided, to however, that the extent legally required, fully vest Sellers provide a list of all current and former employees in their account balances participating in the Plan Sellers' health plan along with a listing of each employee's deductible and co-insurance payments through the Purchaser Closing Date, and (ii) Sellers' employees shall permit each Employee to rollover his or her accrued benefit under receive credit towards satisfying the 401K Plan, including any promissory notes attributable to loans under eligibility requirements for participation in the 401K Plan, to a qualified retirement Buyer's health plan maintained by Purchaser, to the extent such rollovers constitute, in employees satisfied eligibility requirements under the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is Sellers' health plan. The transfer of assets from the trust maintained by the Sellers for the sole and exclusive benefit of Huron/St. Clair Company Plant II Hourly Employees Pension Plan will take place on or after the CompanyClosing Date, the Purchaser but as soon as administratively possible, and the Merger Subsidiary. No Company Employee amount of such transfer shall be reduced by the amount of required benefit payments due on or any other person is intended to be a third-party beneficiary hereofabout October 1, and no Company Employee shall have any rights as the result of any provision of this Section 6.041995.

Certain Employee Matters. (a) The Surviving CorporationPrior to the Closing, ------------------------ the Purchaser intends to offer employment in its sole discretioncomparable positions, shall either continue effective simultaneously with the current employee benefits Closing, to all of the Company and its subsidiaries or shall provide the employees of the Company Sellers and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in of CPC of Texas and CRC San Antonio working at the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light Hospitals as of the Company EmployeeClosing Date. All such employees who accept the Purchaser's new post-Merger responsibilities)offer of employment shall be referred to herein as the "Hired Employees." Also prior to Closing, Purchaser will notify Sellers and CPC of Texas and CRC San Antonio of any employees to whom Purchaser does not intend to offer employment. In furtherance of the foregoingany event, Purchaser agrees either to maintain existing Company employee benefits or arrange make a sufficient number of offers of employment such that Sellers' termination of all employees of the Hospitals prior to Closing under this Agreement and the Merger Agreement will not constitute a violation of the WARN Act. Except as otherwise provided for the Company Employees in this Agreement, Purchaser shall be responsible for all costs and liabilities attendant to become participants in Purchaser's existing employee benefit plans after the Effective Timesuch termination. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company The Purchaser shall give all Hired Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized full credit for all purposesof the accrued vacation, except for benefit accruals with respect to defined benefit pension plansholiday and sick pay of such employees, (ii) any and all pre-existing condition limitations (to either by allowing such employees the extent such limitations did not apply to a pre-existing condition under accrued time off reflected in the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect employment records of the Seller or by making full payments to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions employees of the employee welfare plans in amounts which such employees would have received had they taken their accrued or accumulated holiday, vacation time. Purchaser shall not be obligated to pay any Company Hired Employee becomes entitled to participatefor accrued sick time upon the termination, whether voluntary or involuntary, of such Hired Employee. (c) Within 10 Business Days The Purchaser shall offer health insurance benefits to all Hired Employees and their dependents (except those persons not having health insurance benefits with the Sellers immediately prior to the Closing), effective simultaneously with the Closing, and shall be responsible for all employee health claims resulting from occurrences before, on or after the Closing DateDate without regard to whether a Hired Employee is actively at work on said date, except those Hired Employees who are hospitalized on the Company Closing Date will use commercially reasonable efforts remain the responsibility of the Sellers until they are discharged from the hospital. Notwithstanding the foregoing sentence, in no event shall the Sellers be liable after Closing to provide to Purchaser Hired Employees or dependents who are in writing a list of all former Employees eligible as of such date hospital receiving healthcare services on the Closing Date for continuation of healthcare benefits beyond the period required pursuant to the healthcare continuation provisions of Section 4980B of the Code and of Sections 601 through 609 of ERISA. Any amounts which have been applied toward satisfaction of the calendar year 1996 deductible on behalf of any Hired Employee under any insured employee welfare benefit plan of the Sellers shall be deemed to be so applied toward satisfaction of the calendar year 1996 deductible under the applicable insured employee welfare benefit plan of the Purchaser. Any amounts which have accumulated towards any Hired Employee's satisfaction of a limitation on benefit payments or coverage under any Benefit Plan pursuant employee welfare benefit plan of the Sellers shall be applied toward any such limitation under the applicable insured welfare benefit plan of the Purchaser, and the Purchaser shall cause its employee welfare benefit plans to COBRAwaive any limitations for pre-existing conditions with respect to conditions affecting any Hired Employees as of the date of hire by Purchaser other than conditions affecting such Hired Employees which were excluded with respect to such Hired Employees as pre-existing conditions under the employee welfare benefit plan of the Sellers. The Purchaser shall take into account all service with the Sellers or any affiliate or division of the Sellers for purposes of determining whether an employee has satisfied the service requirements for eligibility, participation and all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans of the Purchaser (whether or not insured). (d) Notwithstanding anything herein Except as otherwise provided for in this Agreement, Hired Employees will be offered employee benefits to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") same extent as of a date prior to the Closing Date. In connection employees occupying similar positions with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by similar experience with Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving CorporationPurchaser is under no obligation to assume or hire any employees of the Hospital (the “Hospital Employees”), but will provide an opportunity for any employee of the Hospital to apply for a job with Purchaser. Purchaser will use its commercially reasonable efforts to make its employment decisions regarding the Hospital Employees prior to the Closing Date so that Purchaser will be in a position to hire those Hospital Employees that it elects, in its sole discretion, shall either continue the current employee benefits to hire effective as of the Company and Effective Time. Purchaser will make its subsidiaries or shall provide the employees employment decisions based on employee screening conducted by Purchaser. For purposes of the Company and its subsidiaries (eachthis Agreement, a "COMPANY EMPLOYEE") with employee benefits all Hospital Employees that are comparable hired by Purchaser shall be referred to herein as the “Hired Employees”). (b) Subject to adjusting the Purchase Price for the Assumed PTO Amount as set forth in the aggregate to those provided to similarly situated employees Section 2.2 of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoingthis Agreement, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company will allow all Hired Employees to become participants in roll over a maximum of eighty (80) hours of paid-time off per Hired Employee. Seller shall bear all responsibility for any liabilities associated with any accrued paid-time off exceeding eighty (80) hours for each Hired Employee. (c) In connection with the Closing, Purchaser will pay Seller the Severance Amount. Following the Closing, Seller shall bear all responsibility for disbursing the Severance Amount to the non-hired Hospital Employees. (d) On and after the Effective Time, the Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser's existing employee benefit plans after . Preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Effective Time. (be) With Seller shall be responsible to provide continuation coverage pursuant to the requirements of Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA (“COBRA Coverage”) with respect to the benefits provided pursuant to this Section 6.04, Hospital Employees (iand their dependents) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) whose qualifying event occurred prior to the Effective Time date on which the Hospital Employees become Hired Employees. Purchaser shall be recognized for all purposes, except for benefit accruals responsible to provide COBRA Coverage with respect to defined benefit pension planseach of the Hired Employees (and their dependents) whose qualifying event occurs on or after the date on which the Hospital Employees become Hired Employees. In the event Purchaser elects not to hire any Hospital Employee by reason of a Hospital Employee failing to meet Purchaser’s eligibility requirements or otherwise, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan Seller shall be waived with respect responsible to provide COBRA Coverage to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participateHospital Employee. (cf) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former The Hospital Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate not be deemed direct or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination third party beneficiaries of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees covenants contained in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.046.3.

Certain Employee Matters. (a) The Surviving CorporationOn or immediately after the Closing Date, in its sole discretion, shall either continue the current employee benefits Purchaser agrees to offer employment to all of the Company Selling Companies' senior employees identified on Schedule 3.8 (collectively, "Senior Management Employees"). The Purchaser agrees on behalf (a) the amount due such person pursuant to the "Change in Control" provisions of his employment agreement as set forth on Schedule 3.8(a) ("Change in Control Payment") less applicable withholding and its subsidiaries or payroll taxes as determined by the Shareholder, which latter amount shall provide the employees of be paid to the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") for deposit by it with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations applicable taxing authorities. All such payments to be determined in light of made directly to such persons shall be conditioned at the Company EmployeeShareholder's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after request upon the Effective Timedelivery of a release by such persons to the Shareholder, the Selling Companies and the Purchaser in form and substance reasonably satisfactory to them, failing which such Change in Control Payment shall be paid instead to the Shareholder. (b) With respect The Purchaser shall offer continued employment to at least ninety (90%) per cent of all of the employees of the Selling Companies including the Senior Management Employees employed on the Closing Date. The Purchaser shall pay to the benefits provided pursuant to this Section 6.04, (i) service accrued Shareholder on the Payment Adjustment Date the aggregate amount of severance due employees who are not offered employment by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid Purchaser calculated in accordance with the terms and conditions of the employee welfare plans Selling Companies' severance policy as set forth in which any Company Employee becomes entitled to participateSchedule 3.8(b). (c) Within 10 Business Days prior If and to the Closing Dateextent permitted by the terms of its employee benefit plans, the Company will use commercially reasonable efforts Purchaser shall offer to provide to Purchaser in writing a list all of all former Employees eligible as the Selling Companies' employees that are hired by it, credit for their years of such date service with the Selling Companies for continuation coverage eligibility and vesting purposes under any Benefit Plan pursuant to COBRAthe Purchaser's employee benefit plans. (d) Notwithstanding anything herein The Shareholder shall cause the Selling Companies to give all appropriate notices to its employees by reason of the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of their employment by the 401K PlanCompanies which are required under Federal, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his state or her accrued benefit local law including notices under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributionsCOBRA. (e) This Section 6.04 is for The Selling Companies shall pay at Closing all bonuses due their employees through the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04Closing Date.

Certain Employee Matters. (a) The Surviving CorporationDuring the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to the Transition Time, in each Hospital Employee shall remain an employee of its sole discretion, shall either continue the current employee benefits employer as of the Company and its subsidiaries Effective Time (whether such employer is Seller or shall provide the employees an affiliate of the Company and its subsidiaries (eachSeller), a "COMPANY EMPLOYEE") with employee benefits that are comparable subject to normal personnel actions occurring in the aggregate to those provided to similarly situated employees ordinary course of Purchaser (with similar situations business. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be determined an employee of such employer, each such Hospital Employee (other than the CEO) shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in light of the Company Employee's new post-Merger responsibilities)Employee Leasing Agreement. In furtherance of During the foregoingTransition Period, Purchaser agrees either each leased Hospital Employee shall continue to maintain existing Company employee benefits or arrange for participate in all Seller Plans on the Company Employees same basis as in effect immediately prior to become participants in Purchaser's existing employee benefit plans after the Effective Time, subject to the terms of the Employee Leasing Agreement. (b) With Purchaser covenants and agrees that it shall make offers of employment effective as of the Transition Time (in substantially equivalent positions) to all of the persons who are employees of (i) Seller with respect to the benefits provided operation of the Hospital or (ii) any affiliate of Seller which employs individuals at the Hospital, (whether such employees are full time employees, part-time employees, on short-term or long-term disability or on leave of absence pursuant to Seller's policies, or the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA")) immediately prior to the Transition Time (the "Hospital Employees"), provided, however, (A) that no Hospital Employee who is on any disability or leave of absence at the Transition Time other than Hospital Employees on leave of absence to the extent required pursuant to the FMLA shall become a Hired Employee unless and until such Hospital Employee reports back to work in accordance with Seller's and its affiliates' practices at such time and (B) Purchaser shall not be required to make an offer of employment to the CEO. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser's employment offer made under this Section 6.045.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"); provided, however, that beginning on the Effective Date, Seller shall not solicit management level Hospital Employees (other than the CEO) or otherwise interfere with Purchaser's attempt to employ same until the fifteenth (15th) day following the Transition Time. Any of the Hospital Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the Hired Employees on and after the Transition Time are no less favorable in the aggregate than those provided the Hospital Employees immediately prior to the Transition Time. (c) Purchaser shall give all Hired Employees full credit for accumulated sick pay and extended sick pay as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) service accrued by Company Employees during crediting such employees the time off reflected in the employment with the Company and records of Seller and/or any of its subsidiaries (including any predecessor entity) affiliates immediately prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, or (ii) any and all pre-existing condition limitations (by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the extent such limitations did not apply to a pre-existing condition under Sick Pay Amount as of the applicable Company Benefit PlanClosing Date. (d) On and eligibility waiting periods under any group health plan after the Transition Time, Hired Employees shall be waived with respect to such Company Employees eligible for a medical and their eligible dependents, and (iii) Company hospital plan sponsored by Purchaser. Hired Employees shall be given credit for amounts paid under a Company Benefit Plan during periods of employment with Seller and Seller's affiliates, as applicable, prior to the applicable period Transition Time for purposes of applying deductiblesdetermining eligibility to participate and amount of benefits (including without limitation vesting of benefits), co-payments and preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximums as though maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts had been paid in accordance with the terms and conditions shall be applied toward satisfaction of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate deductible or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances out-of-pocket maximum in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the current fiscal year of Purchaser's sole discretion, valid eligible rollover distributionsmedical and health plan that covers Hired Employees on and after the Transition Time. (e) This Section 6.04 is for Within thirty (30) days after the sole and exclusive benefit of Hospital Employees (other than the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a third-party beneficiary hereof, and no Company Employee shall have any rights as distribution of their accounts under the result of any provision of this Section 6.04.▇▇▇▇▇ Healthcare Corporation 401(k)

Certain Employee Matters. (a) The Surviving Corporation, in Buyer or its sole discretion, designated Affiliate shall either continue the current employee benefits offer employment to all of the Company and its subsidiaries or shall provide the employees Closing Date Business Employees, subject to Buyer’s standard preemployment screening criteria, as of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect . Subject to the reasonable application of Buyer’s and Buyer’s Affiliates’ respective employment practices and compensation and benefits provided pursuant policies and procedures, Buyer or its designated Affiliate will offer employment to such Closing Date Business Employees at each such Closing Date Business Employee’s current wage, salary, job title, responsibilities, reporting structure and other conditions of employment. For purposes of this Agreement, “Closing Date Business Employees” means each of the Business Employees as of the Closing Date, whether or not on a leave of absence. No later than 10 days prior to the Closing, Sellers shall deliver to Buyer a schedule specifically referencing this Section 6.045.13(a) and identifying each of the Closing Date Business Employees, (i) service accrued by Company including each such Closing Date Business Employee’s title, job position, location of employment and salary. Any of the Closing Date Business Employees during who accept an offer of employment with the Company and its subsidiaries (including any predecessor entity) prior to Buyer as of or promptly after the Effective Time shall be recognized for all purposes, except for benefit accruals referred to in this Agreement as the “Hired Employees.” Any of the Closing Date Business Employees who do not accept an offer of employment with respect Buyer as of or promptly after the Effective Time shall be referred to defined benefit pension plans, in this Agreement as the “Rejecting Employees.” Any of the Closing Date Business Employees to whom Buyer either (i) does not offer employment as of the Effective Time or (ii) any does not offer employment as of the Effective Time on terms and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Planconditions consistent with this Section 5.13(a) and eligibility waiting periods under any group health plan shall be waived with respect referred to such Company in this Agreement as the “Non-Offered Employees.” Buyer covenants and agrees that Buyer shall continue to employ the Hired Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to Section 5.13 for a period of no less than 24 months following the Closing Date, unless (x) Buyer sooner terminates the Company will use commercially reasonable efforts employment of any Hired Employee for cause, including felony indictment, exclusion from participating in a federal health care program, loss of medical staff privileges or material failure to provide comply with Buyer’s regular employment policies and procedures applicable to Purchaser in writing Buyer’s workforce, as a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. whole, or (dy) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior to the Closing Date. In connection with any termination of the 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each event any Hired Employee to rollover his voluntarily resigns or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributionsretires. (e) This Section 6.04 is for the sole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04.

Certain Employee Matters. (a) The Surviving Corporation, in This transaction involves the sale of assets only and does not involve the transfer of any Employees from Seller to any operation of Buyer or its sole discretion, Affiliates and thus nothing herein shall either continue the current employee benefits be construed as obligating Buyer to offer employment to or hire any of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective TimeSeller’s Employees. (b) With respect At any time prior to or after the benefits provided pursuant to this Section 6.04, Closing (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) but if prior to the Effective Time shall be recognized for all purposesClosing, except for benefit accruals with respect to defined benefit pension planscontingent upon the Closing), (ii) any Buyer may offer employment, in its sole discretion and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with its particular staffing needs, to any Employees, including CBA Employees subject to the terms and conditions Collective Bargaining Agreement, other than the Employee set forth on Section 7.08 of the employee welfare plans in which any Company Employee becomes entitled to participateSeller Disclosure Schedule. (c) Within 10 Business Days prior If Buyer or its Affiliates hire any such CBA Employees, Buyer shall, but only if and then to the extent required by Law, (i) become a successor employer under the Collective Bargaining Agreement and (ii) assume its terms and conditions as required by the Collective Bargaining Agreement, provided that Seller shall remain responsible, as provided elsewhere in this Agreement, for any liabilities related to such CBA Employees which were owed or accrued through but not including the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein Neither Buyer nor any of its Affiliates shall take any action (including with respect to the contraryCBA Employees) which Buyer reasonably believes is likely to have the effect of (or that does have the effect of) causing Seller or its Affiliates to suffer liabilities or Damages (excluding, upon written request for purposes of Purchaser delivered this subparagraph only, attorneys fees) (i) for obligations arising after the Closing under or pursuant to the Company at least thirty days prior Collective Bargaining Agreement or applicable Law related thereto or (ii) because of any offers of employment or similar status to any CBA Employees before or after the Closing Dateor (iii) any binding findings (by settlement or otherwise) that any actions of Buyer or its Affiliates, before or after the Company shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of Closing, resulted in a date prior to the Closing Date. In connection with any termination breach of the 401K PlanCollective Bargaining Agreement or applicable Law by Buyer, the Company shall, to the extent legally required, fully vest all employees in Seller or their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributionsrespective Affiliates. (e) This In the event Seller becomes a party to an unfair labor practice charge, an arbitration or other proceeding which relates in any way to the rights of CBA Employees under the Collective Bargaining Agreement arising out of the Transaction, Seller shall promptly notify Buyer of any such proceeding and consult with Buyer regarding the same. Seller shall be precluded, without Buyer’s specific consent, from resolving any such proceeding in a manner that would be deemed binding upon Buyer or that would be reasonably likely to cause liabilities or obligations to Buyer. (f) Should any Other Employee wish to accept an offer of employment extended by Buyer, the Other Employee must voluntarily sever his/her employment relationship with Seller before commencing employment with Buyer. Should that occur, Seller will be responsible for any obligation owed to the Other Employee pursuant to the terms of Seller’s plans and agreements, including any of Seller’s benefit plans. (g) Buyer may not offer employment to the Employee set forth on Section 6.04 7.08 of the Seller Disclosure Schedule, and, for a period ending two (2) years after the Closing Date, neither Buyer not any of its Affiliates shall hire, induce, solicit or encourage, or attempt to induce, solicit or encourage, whether directly or indirectly, the Employee set forth on Section 7.08 of the Seller Disclosure Schedule; provided that a general advertisement or other disclosure of a general search that is not targeted or directed to such individual will not violate the covenants contained in this Section 7.08(g). (h) Seller shall be responsible for the sole payment of all wages, accrued but unused vacation, paid time off and exclusive benefit other remuneration or compensation due to all Other Employees, with respect to their services as employees of Seller through the CompanyClosing Date, including (i) the Purchaser payment of any termination, severance or similar payments under applicable Law or pursuant to the terms of any applicable severance plan, policy, agreement or arrangement of Seller to any Other Employees and (ii) the Merger Subsidiarycost of workers’ compensation claims, both medical and disability, for any Other Employee that relate to loss events occurring on or before the Closing Date. No Company Employee or any other person is intended Buyer shall assume and be responsible for all obligations, liabilities and commitments with respect to be a third-party beneficiary hereofemployment, employee benefits, and no Company Employee shall have any rights as related matters with respect to all Other Employees hired by Buyer that are accrued and owing from and after the result of any provision of this Section 6.04Closing Date.

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current employee benefits As of the Company Effective Date, Sellers and its subsidiaries or Purchasers shall provide have caused the transfer of employment to Purchasers of all Hospital and Hospital-based employees of the Company Sellers and its subsidiaries the Sellers’ affiliates, and certain agreed-upon employees of the Sellers or affiliates of the Sellers whose primary responsibilities are to support the Hospitals, the River Forest Facilities, the Related Businesses and/or other Facilities, subject to such each such employee's acceptance of such employment, for an initial employment period of at least sixty (each60) days after Closing (the “Transition Period”). All such employment arrangements will be upon substantially the same terms and conditions with respect to base salaries or wages, a "COMPANY EMPLOYEE") job duties, titles and responsibilities provided by the Sellers or affiliates of the Sellers before Closing (subject to employee background checks to the extent required by law and applicable collective bargaining agreements). All employees who accept an offer of employment by the Purchasers shall be referred to collectively in this Agreement as the “Hired Employees.” The Purchasers do not expect to offer employment on the Effective Date to those employees of the Hospitals or other Sellers who as of such date are on short-term disability, until they return to work, or to employees on long-term disability. The Purchasers and the Sellers acknowledge those employees of the Sellers or the Sellers’ affiliates working at the Facilities specified on Schedule 7.3 may be retained by such affiliates (the “Retained Employees”). After the Transition Period, the Purchasers shall continue to employ the Hired Employees as it reasonably deems necessary and appropriate to support the operations of the Facilities. The Purchasers will give all Hired Employees credit for their Accrued Paid Time Off and for their years of service with employee benefits that are comparable the Sellers for purposes of determining eligibility to participate and vesting percentages in the aggregate to those provided to similarly situated employees of Purchaser (with similar situations to be determined in light Purchasers’ employee pension benefit plans. If the Purchasers terminate any of the Company Employee's new post-Merger responsibilitiesHired Employees following the Transition Period but before one hundred twenty (120) days after Closing, the Purchasers will provide severance to all such terminated employees at least the same extent as would be provided under the Sellers’ current severance practice, as set forth in Schedule 7.3(a). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company On and its subsidiaries (including any predecessor entity) prior to after the Effective Time Date, the Hired Employees shall be recognized eligible for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and sponsored by the Purchasers or their eligible dependents, and (iii) Company affiliates. The Hired Employees shall be given credit for amounts paid under a Company Benefit Plan during periods of employment with the applicable period Sellers or the Sellers’ affiliates prior to the Effective Date for purposes of applying deductiblesdetermining eligibility to participate and amount of benefits (including without limitation vesting of benefits), co-payments and preexisting condition limitations will be waived with respect to the Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Effective Date. In addition, if prior to the Effective Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximums as though maximum in the Sellers’ or the Sellers’ affiliates’ medical and health plan’s current fiscal year, such amounts had been paid in accordance with the terms and conditions shall be applied toward satisfaction of the employee welfare plans deductible or out-of-pocket maximum in which any Company Employee becomes entitled to participatethe current fiscal year of the Purchasers’ or the Purchasers’ affiliates’ medical and health plan that covers the Hired Employees on and after the Effective Date. (c) Within 10 Business Days prior The Purchasers shall be responsible to provide continuation coverage pursuant to the requirements of section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA coverage) with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or after the Effective Date or later date (with respect to employees on disability) on which such employees become Hired Employees. (d) After the Closing Date, the Company Purchasers’ human resources department will use commercially give reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein assistance to the contrary, upon written request of Purchaser delivered Sellers’ and their affiliates’ human resources department with respect to the Company at least thirty Sellers’ and the Sellers’ affiliates’ post-Closing administration of the Sellers’ and the Sellers’ affiliates’ pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Hired Employees. Within ten (10) days prior to after the Closing Date, the Company Purchasers shall use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of a date prior provide to the Closing DateSellers a list of all the employees who were offered employment by the Purchasers but refused such employment. In connection with any termination of Notwithstanding anything to the 401K Plancontrary, the Company shall, to the extent legally required, fully vest all employees in their account balances provisions of this Section 7.3 shall not create any legal or other rights or interests in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan maintained by Purchaser, to the extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) This Section 6.04 is for the sole and exclusive benefit of the CompanySellers, the Purchaser and the Merger Subsidiary. No Company Employee Sellers’ affiliates or any other person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision of this Section 6.04beneficiaries.