Common use of Continuing Employees Clause in Contracts

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately prior to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunder.

Continuing Employees. The agreements Except in the case of this Agreement (including this Article VIII) are between EU Transferring Employees, Purchaser shall have the Purchaserright to recruit, Lifetime make offers of post-Closing employment with Purchaser and the Sellersits Subsidiaries to, and are not intended to create employ (or cause a Subsidiary of Purchaser to employ) (following the Closing) such Business Employees as Purchaser shall designate in their sole discretion, and Seller shall (and shall cause its Subsidiaries to) cooperate with and facilitate Purchaser’s review of and contacts with Business Employees for possible post-Closing employment; provided, that Purchaser shall make offers of post-Closing employment to substantially all (which in no event shall be deemed less than ninety-five percent (95%) of the employees identified or described in Schedule 5.7(a)). Without limiting the generality of the foregoing, Seller shall (and shall cause its Subsidiaries to) (i) provide Purchaser and its Representatives with access to create any third party beneficiary rights in any Employee Business Employees who wish to meet with Purchaser during normal business hours for the purpose of conducting meetings and interviews and (ii) provide prompt written notice to Purchaser of any Business Employees who notify Seller or any of the Sellers. The Purchaser shall offer its Subsidiaries that such Business Employee (A) intends to terminate, or terminates, his or her employment with the Seller or its Subsidiaries (as applicable) except in connection with such employee’s acceptance of employment with Purchaser or its Affiliates Subsidiaries (as applicable) or (B) intends to all not accept Purchaser’s offer of employment or intends to accept Purchaser’s offer of employment and subsequently terminate such employment after the Effective Time. Prior to the Closing, any personal information (as defined by applicable privacy Laws) about Business Employees of which is disclosed to Purchaser by Seller for the Sellers who are purposes contemplated in this Section 5.7(a) or for any other purposes contemplated by this Agreement, shall be held by Purchaser in strict confidence and shall not a party to an employment agreement be used, disclosed or retained by Purchaser for any other purposes, and shall otherwise be handled by Purchaser in compliance with any Seller on applicable privacy Laws. Promptly following the date execution and delivery of this Agreement, with and in any event no later than seven (7) calendar days (or such longer period as may be required by applicable Law) prior to the Closing, Purchaser shall deliver, in writing, an offer of employment with to the Purchaser Business Employees identified or its Affiliates to begin on the Closing Datedescribed in Schedule 5.7(a), with the terms of such employment to provide forcommence on the day immediately following the Closing, subject to Purchaser’s standard conditions for employees in each applicable jurisdiction (the employees accepting such offers of employment, together with the EU Continuing Employees, being referred to herein as the “Continuing Employees”). The terms offered to each such Business Employee will be on terms that are not less favorable, in the aggregate, for each such Business Employee, than the terms applicable to such employee summarized in a period confidential letter delivered by Purchaser to Seller concurrently with the execution and delivery of not less than one (1) year after this Agreement, it being understood that the commencement content of such employment letter shall be subject to applicable privacy Laws and shall be kept strictly confidential by Seller. Purchaser shall deliver to Seller a preliminary schedule of the names of the Continuing Employees, to the extent then known by Purchaser, no later than two (i2) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately calendar days prior to the Closing Closing, and (ii) a revised final schedule of the names of the Continuing Employees promptly following the -45- Closing. Such offers will, where permitted by Law, be on an “at will” basis and otherwise will offer compensation packages commensurate with each Continuing Employee’s experience and proposed title and position with Purchaser's. Purchaser and Seller shall abide by any local or country-specific notification or consultation requirements with respect to Continuing Employees and shall use their commercially reasonable efforts to cause the applicable Business Employees to accept such offers and to consent to any changes in terms of employment. Seller shall provide Purchaser with reasonable advance notice of any proposed written communication to or with Continuing Employees regarding the effects of the transactions contemplated by this Agreement on the Continuing Employees and reasonable opportunity to review and comment on such communications. Seller hereby consents to the hiring by Purchaser or a Subsidiary of Purchaser of the Continuing Employees and waives, with respect to the employment by Purchaser or a Subsidiary of Purchaser of the Continuing Employees, any claims or rights that Seller or any Subsidiary may have against Purchaser or any of its Subsidiaries, against any of its or their Representatives or against any Continuing Employee hired by Purchaser under any non-competition, confidentiality or employment agreement, or Lifetime's corporation groupotherwise under any applicable Law, standard employee benefit plansas a result of Purchaser’s employment of such Continuing Employee; provided, however, that with respect to severance obligations, the provisions foregoing shall not constitute a waiver of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any claim or right that Seller becomes subject to any Liabilities under the WARN Act or any comparable state of its Subsidiaries may have against any such Continuing Employee under any such confidentiality agreement, or local Law in connection with the termination of the employment by the against Purchaser or any of its Affiliates (Subsidiaries or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide their Representatives pursuant to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date confidentiality provisions of this Agreement or the Ancillary Agreements, as a result of the unauthorized disclosure (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms in violation of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable confidential information not related to the current severance provisions contained in such Employee's employment agreementBusiness, and (iv) such new employment agreement shall not contain any change in control the Purchased Assets or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunderAssumed Liabilities.

Continuing Employees. The agreements of this Merger Agreement provides that, from the Effective Time until six months following Closing, Parent will provide or cause its subsidiaries (including this Article VIIIthe Surviving Corporation) are between to provide each employee of Science 37 and its subsidiaries immediately prior to the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser Effective Time (other than officers) who remain employed by Parent or its Affiliates to all of subsidiaries (including the Employees of Surviving Corporation) following the Sellers who are not Effective Time (each a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1“Continuing Employee”) year after the commencement of such employment will receive (i) at least base compensation that is not less favorable than the same salary, wages, and bonus opportunities as were base compensation provided to such Continuing Employee immediately prior to the Closing Effective Time, and (ii) retirement and health and welfare benefits that are substantially comparable, in the Purchaser'saggregate, to those provided to such Continuing Employee by Science 37 or Lifetime's corporation groupits subsidiary, standard as applicable, immediately prior to the Effective Time, or, at Parent’s election, if greater, the employee benefit plans; provided, however, benefits provided to similarly situated new hires of Parent or its affiliates. The Merger Agreement also provides that with respect to severance obligationsthe benefit plans maintained by Parent or any of its subsidiaries, including the provisions Surviving Corporation, for all purposes, including determining eligibility to participate, level of Section 8.3 hereof benefits, vesting and benefit accruals, each Continuing Employee’s service with Science 37 or any of its subsidiaries will be treated as service with Parent or any of its subsidiaries, including the Surviving Corporation where length of service is relevant, in any case, to the same extent as such Continuing Employee was entitled prior to the Effective Time under any similar Science 37 benefit plan, provided that such prior service credit shall apply. All such Employees accepting such offer of employment and all such Employees who are a party not be recognized or credited (i) to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act that it results in a duplication of coverage or any comparable state benefits or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor theretoii) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to a newly established plan for which prior service is not taken into account. The Merger Agreement also provides that Parent will, or will cause its subsidiaries (including the Surviving Corporation) to, take reasonable best efforts to (x) waive or cause to be waived any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent or any of its subsidiaries in which Continuing Employees by (and their eligible dependents) will be eligible to participate from and after the Sellers Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided waived under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable Science 37 benefit plan immediately prior to the current severance provisions contained in such Employee's employment agreementEffective Time, and (ivy) such new employment agreement shall not contain any change in control recognize, or parachute payment provision cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the Sellers, calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and not co-payment limitations under the Purchaser, shall be responsible for any relevant welfare benefit plans in which such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunder(and his or her eligible dependents) will be eligible to participate from and after the Effective Time.

Continuing Employees. The agreements Except in the case of this Agreement (including this Article VIII) are between EU Transferring Employees, Purchaser shall have the Purchaserright to recruit, Lifetime make offers of post-Closing employment with Purchaser and the Sellersits Subsidiaries to, and are not intended to create employ (or cause a Subsidiary of Purchaser to employ) (following the Closing) such Business Employees as Purchaser shall designate in their sole discretion, and Seller shall (and shall cause its Subsidiaries to) cooperate with and facilitate Purchaser’s review of and contacts with Business Employees for possible post-Closing employment; provided, that Purchaser shall make offers of post-Closing employment to substantially all (which in no event shall be deemed less than ninety-five percent (95%) of the employees identified or described in Schedule 5.7(a)). Without limiting the generality of the foregoing, Seller shall (and shall cause its Subsidiaries to) (i) provide Purchaser and its Representatives with access to create any third party beneficiary rights in any Employee Business Employees who wish to meet with Purchaser during normal business hours for the purpose of conducting meetings and interviews and (ii) provide prompt written notice to Purchaser of any Business Employees who notify Seller or any of the Sellers. The Purchaser shall offer its Subsidiaries that such Business Employee (A) intends to terminate, or terminates, his or her employment with the Seller or its Subsidiaries (as applicable) except in connection with such employee’s acceptance of employment with Purchaser or its Affiliates Subsidiaries (as applicable) or (B) intends to all not accept [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. Purchaser’s offer of employment or intends to accept Purchaser’s offer of employment and subsequently terminate such employment after the Effective Time. Prior to the Closing, any personal information (as defined by applicable privacy Laws) about Business Employees of which is disclosed to Purchaser by Seller for the Sellers who are purposes contemplated in this Section 5.7(a) or for any other purposes contemplated by this Agreement, shall be held by Purchaser in strict confidence and shall not a party to an employment agreement be used, disclosed or retained by Purchaser for any other purposes, and shall otherwise be handled by Purchaser in compliance with any Seller on applicable privacy Laws. Promptly following the date execution and delivery of this Agreement, with and in any event no later than seven (7) calendar days (or such longer period as may be required by applicable Law) prior to the Closing, Purchaser shall deliver, in writing, an offer of employment with to the Purchaser Business Employees identified or its Affiliates to begin on the Closing Datedescribed in Schedule 5.7(a), with the terms of such employment to provide forcommence on the day immediately following the Closing, subject to Purchaser’s standard conditions for employees in each applicable jurisdiction (the employees accepting such offers of employment, together with the EU Continuing Employees, being referred to herein as the “Continuing Employees”). The terms offered to each such Business Employee will be on terms that are not less favorable, in the aggregate, for each such Business Employee, than the terms applicable to such employee summarized in a period confidential letter delivered by Purchaser to Seller concurrently with the execution and delivery of not less than one (1) year after this Agreement, it being understood that the commencement content of such employment letter shall be subject to applicable privacy Laws and shall be kept strictly confidential by Seller. Purchaser shall deliver to Seller a preliminary schedule of the names of the Continuing Employees, to the extent then known by Purchaser, no later than two (i2) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately calendar days prior to the Closing Closing, and (ii) a revised final schedule of the names of the Continuing Employees promptly following the Closing. Such offers will, where permitted by Law, be on an “at will” basis and otherwise will offer compensation packages commensurate with each Continuing Employee’s experience and proposed title and position with Purchaser's. Purchaser and Seller shall abide by any local or country-specific notification or consultation requirements with respect to Continuing Employees and shall use their commercially reasonable efforts to cause the applicable Business Employees to accept such offers and to consent to any changes in terms of employment. Seller shall provide Purchaser with reasonable advance notice of any proposed written communication to or with Continuing Employees regarding the effects of the transactions contemplated by this Agreement on the Continuing Employees and reasonable opportunity to review and comment on such communications. Seller hereby consents to the hiring by Purchaser or a Subsidiary of Purchaser of the Continuing Employees and waives, with respect to the employment by Purchaser or a Subsidiary of Purchaser of the Continuing Employees, any claims or rights that Seller or any Subsidiary may have against Purchaser or any of its Subsidiaries, against any of its or their Representatives or against any Continuing Employee hired by Purchaser under any non-competition, confidentiality or employment agreement, or Lifetime's corporation groupotherwise under any applicable Law, standard employee benefit plansas a result of Purchaser’s employment of such Continuing Employee; provided, however, that with respect the foregoing shall not constitute a waiver of any claim or right that Seller or any of its Subsidiaries may have against any such Continuing Employee under any such confidentiality agreement, or against Purchaser or any of its Subsidiaries or their Representatives pursuant to severance obligationsthe confidentiality provisions of this Agreement or the Ancillary Agreements, as a result of the unauthorized disclosure (in violation of such agreement) of confidential information not related to the Business, the provisions of Section 8.3 hereof shall applyPurchased Assets or the Assumed Liabilities. All such Employees accepting such offer of employment [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection filed separately with the termination Securities and Exchange Commission pursuant to Rule 24b-2 of the employment by the Purchaser or its Affiliates (or any successor thereto) Securities Exchange Act of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law1934, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained amended. Confidential treatment has been requested with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunderomitted portions.

Continuing Employees. The agreements For a period of twelve (12) months following the Effective Time, each employee of the Company or any Subsidiary of the Company as of the Effective Time who remains employed by Parent, the Surviving Corporation or their respective Subsidiaries or affiliates after the Effective Time (each, a “Continuing Employee”) shall be provided with compensation (other than equity-based compensation) that is no less favorable in the aggregate than the compensation (other than equity-based compensation) which such employee received from the Company or the Subsidiary of the Company, as applicable, immediately prior to the Effective Time. For a period of twelve (12) months following the Effective Time, each Continuing Employee shall either be provided with employee benefits that are no less favorable in the aggregate than the employee benefits which such employee received from the Company or the Subsidiary of the Company, as applicable, as of immediately prior to the Effective Time or, in the discretion of Parent, be provided with substantially similar employee benefits as those provided to a similarly situated employee of Parent. Prior to the Effective Time, the Company and any Subsidiary of the Company shall use commercially reasonable efforts to facilitate communications between Parent (or its representatives) and employees of the Company or any Subsidiary of the Company about the transactions contemplated by this Agreement and the terms of their employment (including compensation and benefits) following the Effective Time. This Section 6.13 shall be binding upon and inure solely to the benefit of each of the parties to this Article VIII) are between the Purchaser, Lifetime and the SellersAgreement, and are not intended nothing in this Section 6.13, express or implied, (a) shall be treated as an amendment or other modification to create any Company Employee Plan or be deemed other benefit plan, agreement or other arrangement, (b) shall limit the right of Parent, the Company, the Surviving Corporation or their respective Subsidiaries or affiliates, if any, to amend, terminate or otherwise modify any Company Employee Plan or other benefit plan, agreement or other arrangement following the Closing, or (c) shall create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment other right (i) at least in any other Person, including, without limitation, any Employee or current or former director, consultant or independent contractor of the same salaryCompany (or any other individual associated therewith or any union or collective bargaining representative thereof) or any participant in a Company Employee Plan or other benefit plan, wages, and bonus opportunities as were provided to such Employee immediately prior to the Closing and agreement or arrangement (or any dependent or beneficiary thereof) or (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that to continued employment with respect to severance obligationsParent, the provisions of Section 8.3 hereof Company, the Surviving Corporation or their respective Subsidiaries or affiliates, if any. Nothing contained in this Agreement shall apply. All such Employees accepting such offer of employment and all such Employees who are a party constitute or be deemed to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject be an amendment to any Liabilities under the WARN Act Company Employee Plan or any comparable state other compensation or local Law in connection with the termination benefit plan, program or arrangement of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing DateParent, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentenceCompany, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act Surviving Corporation or any comparable state their respective Subsidiaries or local Law to be given after the Closing Date. To the extent permitted by Lawaffiliates, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunderif any.

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between Upon the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Formation Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately prior to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that EOP OP will pay with respect to severance obligationsemployees transferring from Cornerstone or EOP to the Company or one of its Affiliates, (a) to the provisions Company an aggregate sum equal to the number of Section 8.3 hereof shall apply. All hours of accrued vacation time being carried over by each such Employees accepting transferring employee, (but not to exceed the hours of carried over accrued vacation time identified on Exhibit I) multiplied by such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject employee's hourly salary rate, (b) to any Liabilities under such employee the WARN Act or any comparable state or local Law in connection with number of accrued vacation hours (but not to exceed the termination of the employment by the Purchaser or its Affiliates (or any successor theretoaccrued vacation hours specified on Exhibit I) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against at such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice rate that such employee elects not to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreementcarry over, and (ivc) as and when any such new employment agreement employee (but, for the Wilsxx Xxxncipals, only during the two years following the Formation Date and only up to a maximum of ten days per Wilsxx Xxxncipal) uses sick leave carried over to the Company from Cornerstone, a sum equal to such hours of carried-over sick leave so taken (but not to exceed the hours of sick leave for such employee identified on Exhibit I) multiplied by such employee's hourly rate. Notwithstanding anything to the contrary herein, EOP shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any accrued vacation hours (whether under clause (a), clause (b) or otherwise) with respect to any person to the extent such obligations existing vacation hours exceed those specified on Exhibit I with respect to such person. In addition, unless the total amounts in such current employment agreements)employees' existing 401(k) plans (including the unvested employer contributions) can be carried over to the Company's new 401(k) plans, EOP OP will pay the Company the aggregate amount of unvested employer contributions lost by such employees from their existing 401(k) plans, which the Company will contribute to the new 401(k) plans of such employees. Prior to the date the Company or its Affiliate pays bonuses to its employees for the year 2000, EOP will pay the Company (or its Affiliate) a sum equal to $477,690, which represents 171/366 of the aggregate target bonuses established by Cornerstone for such transferring employees for the year 2000. EOP will not be responsible for reimbursing the Company for any extra level of benefits to which transferring employees may be entitled in the future due to the fact that the Company will give such employees credit for time employed by Willxxx Xxxxxx & Xssociates and (v) Cornerstone, or any Affiliate thereof acquired by or merged into EOP or any Affiliate thereof in no event shall any determining the level of such Employee be deemed a Continuing Employee hereunderbenefits.

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended If Purchaser elects to create or be deemed to create terminate any third party beneficiary rights material Company Employee Plan in any Employee of any existence as of the Sellers. The Purchaser shall offer employment with Closing prior to the Purchaser or its Affiliates to all end of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on plan year that includes the Closing Date, for the balance of the plan year in which the Closing occurs, subject to any reasonably necessary transition period and subject to any applicable Parent or Purchaser plan provisions, contractual requirements or Legal Requirements, for so long as such Continuing Employee remains an employee of Purchaser or its Affiliates: (a) such Continuing Employee shall be eligible to participate in the corresponding benefit plans (other than any equity or equity-based compensation, deferred compensation, change in control bonus, transaction bonus, or retention bonus plans) of Parent, Purchaser or their respective Subsidiaries to substantially the same extent as similarly situated employees of Purchaser or its Subsidiaries; and (b) for purposes of determining a Continuing Employee’s (x) eligibility to participate in such plans (other than any sabbatical program, defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and equity award retirement policies and provisions) and (y) solely for purposes of vacation or paid time off benefits 57 or benefit accrual rates, in each case, the Continuing Employee shall receive credit under such plans (other than any sabbatical program defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and equity award retirement policies and provisions) for his or her years of continuous service with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately Company or its Subsidiaries prior to the Closing and (ii) except to the Purchaser'sextent such service credit will result in the duplication of benefits or benefit accruals under any defined benefit pension plan, retiree medical program or Lifetime's corporation group, standard employee benefit plansgrandfathered or frozen plan or otherwise result in the duplication or any benefits or compensation); provided, however, that with respect such service shall only be credited to severance obligationsthe same extent and for the same purpose as such service was credited under the analogous Company Employee Plan (if such an analogous plan exists). Nothing in this Section 6.2 shall be construed to create any rights or remedies (including any third-party beneficiary rights) in any employee or Person not a Party. Nothing in this Agreement shall be construed to constitute the establishment of or an amendment to any compensation or benefit plan, program, policy, contract, agreement or arrangement maintained by Parent, Purchaser, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act Company or any comparable state of their respective Subsidiaries. Nothing in this Agreement shall be construed to prohibit or local Law in connection with otherwise limit Parent’s, Purchaser’s or any of their respective Affiliates’ (including following the termination of Closing the Acquired Companies) ability to modify, amend or terminate any benefit or compensation plan, program, policy, contract, agreement or arrangement at any time or to terminate or modify the employment by the Purchaser or its Affiliates (or any successor thereto) engagement of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving Person at any notice to Continuing Employees required by the WARN Act time or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in reason or for no event shall any such Employee be deemed a Continuing Employee hereunderreason at all.

Continuing Employees. The agreements During the one year period following the Closing, Parent shall, or shall cause one of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended its Affiliates to create or be deemed to create any third party beneficiary rights in any Employee of any provide each of the Sellers. The Purchaser shall offer Company Employees who continue in employment with the Purchaser Company and its Subsidiaries following the Closing (each, a “Continuing Employee”) with annual base compensation or wages, as applicable, and employee benefits (other than under any defined benefit pension plans and equity compensation plans and arrangements) that are at least as favorable, in the aggregate, to those provided by Parent and its Affiliates Subsidiaries to all similarly situated employees of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or Parent and its Affiliates to begin on Subsidiaries. From and after the Closing Date, with the terms Parent shall (or shall cause one of such employment its Affiliates to) use reasonable best efforts to provide forthe Continuing Employees with service credit for all purposes (other than benefit accrual under any defined benefit pension plan) under any employee benefit plan that is maintained, sponsored, contributed to or required to be contributed to or entered into by Parent or any of its Affiliates for a period the benefit of not less than one (1) year after the commencement any current or former employee, officer or other service provider of such employment (i) at least Parent or any of its Affiliates to the same salary, wages, and bonus opportunities extent as were provided such Continuing Employee was entitled to service credit under any equivalent Employee Plan in which such Continuing Employee participated immediately prior to the Closing Date. Parent shall use reasonable best efforts to ensure that any employee benefit plans sponsored by Parent shall not deny Continuing Employees (or their eligible dependents) who participate in such employee benefit plans coverage on the basis of a pre-existing condition or actively-at-work requirement (except to the extent such pre-existing condition or actively-at-work requirement applied under a similar Employee Plan immediately prior to such Continuing Employee’s (or eligible dependents’) eligibility for such employee benefit plan), and shall use reasonable best efforts to cause the employee benefit plans sponsored by Parent to credit Continuing Employees (and their eligible dependents) for any deductibles, co-payments and out-of-pocket expenses paid in the plan year in which the Closing occurs prior to the Closing, to the same extent such credit was given for the current plan year, under a similar Employee Plan. Following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all Employee Plans and each written Contract set forth on Schedule 4.10(a) between the Company or any of its Subsidiaries, on the one hand, and any Continuing Employees, on the other hand, in accordance with their respective terms. The provisions of this Section 7.11(b) shall not apply to the extent that application would result in a duplication of benefits. Notwithstanding the foregoing, nothing in this Agreement (i) shall require Parent, the Surviving Corporation or any of their Subsidiaries to continue to employ any particular Company Employee or (ii) shall be construed to prohibit Parent, the Purchaser'sSurviving Corporation or any of their Subsidiaries from amending or terminating any employee benefit plan of the Parent, the Company, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereundertheir respective Subsidiaries.

Continuing Employees. The agreements (a) Subject to the terms and conditions of this Agreement Section 9.03, not later than fifteen (including this Article VIII15) are between days prior to the PurchaserClosing Date, Lifetime and the SellersBuyer may make a written offer of employment with Buyer or an Affiliate thereof to each Available Employee of its choosing (an “Employment Offer”), which shall provide (i) for an annualized base salary or hourly base wage, as applicable, and are not intended to create (ii) that if the Employment Offer is accepted and such Available Employee assumes employment with Buyer or the applicable Affiliate thereof on or after the Closing Date, such Available Employee shall be deemed to create any third party beneficiary rights in any be an employee of Buyer (a “Continuing Employee”), either (A) effective as of 12:01 a.m. Central Standard Time on the Closing Date or if later, the date he or she assumes employment with Buyer, or (B) if such Available Employee is on an approved leave of any absence as of the SellersClosing Date, effective upon such Available Employee’s return to work date, provided that Buyer shall condition an offer to any such Available Employee on such Available Employee returning to work within six (6) months following the Closing Date or such later time as may be required by Applicable Law (such applicable effective date with respect to each Continuing Employee, the “Employment Date”). The Purchaser Buyer shall offer employment with notify Seller in writing at least five (5) days prior to the Purchaser or its Affiliates to all Closing Date of the Employees of the Sellers each Available Employee who are not a party to has accepted an employment agreement with any Seller on the date of this AgreementEmployment Offer and, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms and of such employment to provide for, for a period of each Available Employee who has not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately prior to the Closing and (ii) the Purchaser's, received or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates rejected (or any successor theretonot timely responded to) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunderEmployment Offer.

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any A “Continuing Employee” is each employee of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin Project Companies on the Closing Date, with Date that is not subject to a collective bargaining agreement. Until the terms earlier of such employment to provide for, for a period of not less than one (1) year after the commencement Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of such employment Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (i) at least base salary or hourly wage rate that is no less than the same salary, wages, and bonus opportunities as were base salary or hourly wage rate provided to such Employee by the Project Companies immediately prior to the Closing and Closing; (ii) bonus and incentive opportunities that are no less than the Purchaser'sbonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or Lifetime's corporation groupan Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, standard employee each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans; plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that with respect such service shall not be recognized to severance obligationsthe extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the provisions generality of Section 8.3 hereof the foregoing, (1) each Continuing Employee shall apply. All such Employees accepting such offer of employment be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such Employees who are plan, a party “Buyer Plan”) to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent coverage under any Seller becomes subject such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination replacement of the employment Project Companies Benefit Plan by the Purchaser or its Affiliates Buyer Plan (or each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any successor thereto) of eligible expenses incurred by any Continuing Employee after and his or her covered dependents during the Closing Dateportion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against plan year in which such Liability participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the provisions benefit of Article XII hereof. Without limiting the effect each of the foregoing sentenceParties, the Purchaser and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be solely responsible for giving deemed to amend, any notice to Continuing Employees required by the WARN Act Benefit Plan or any comparable state other employee benefit or local Law compensation plan, program, policy, practice or arrangement or restrict any authority to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers amend or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of terminate any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreementforegoing, (ii) the titleprovide any other Person with any right, positionbenefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companiesprogram, policy, practice, or otherwise, (iii) such new provide any other Person (including any Continuing Employee) with the right to continued employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreementwith any Project Company, and Buyer or any of their Affiliates, or (iv) such new restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment agreement shall not contain at any change time (subject to the Project Company’s standard practices and policies regarding severance, if any, in control or parachute payment provision (and effect as of the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreementsClosing), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunder.

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser Surviving Entity shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this AgreementContinuing Employee, with such employment with the Purchaser or its Affiliates to begin on effective from and after the Closing Date, with on such terms as it may determine (except that offers of employment to Txxxx Xxxxx and Exxx Xxxxxxx shall be on the terms of such employment set forth in their respective agreements included in the Ancillary Documents). Notwithstanding the foregoing, Buyer shall provide to provide for, each Continuing Employee for a period of not less than one (1) year after following the commencement of such employment Closing (ior through their termination date if earlier) at least the same salary, wages, with (a) annual base salaries and bonus opportunities as were base wages that are no less than those provided to such Employee immediately prior to the Closing Closing, (b) cash incentive compensation opportunities that are no less favorable than those provided immediately prior to the Closing, and (iic) benefit plans that are substantially similar in the Purchaser'saggregate to those provided immediately prior to the Closing, but excluding any equity based compensation or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions change of Section 8.3 hereof shall applycontrol or retention incentives. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent Buyer does not continue a Company Employee Plan, Buyer will make its employee benefit plans and arrangements available to Continuing Employees as follows: Buyer shall credit Continuing Employees with their period of employment with Company or its applicable Affiliate for purposes of eligibility, vesting, participation and benefit accrual (but not benefit accrual under any Seller becomes subject to defined benefit pension plan) in any Liabilities under “employee benefit plan” (as such term is defined by Section 3(3) of ERISA) maintained by Buyer or one of its Affiliates and any vacation, sick, paid-time off, severance pay plan, program or arrangement offered by Buyer or one of its Affiliates, as applicable (collectively, the WARN Act or any comparable state or local Law in connection with the termination “Buyer Benefit Plans”), for which such Continuing Employees are eligible, effective as of the employment by the Purchaser or its Affiliates (or any successor thereto) date of any Continuing Employee eligibility. In addition, from and after the Closing Date, the Purchaser Buyer shall be responsible therefor use commercially reasonable efforts to (x) cause any pre-existing conditions or limitations and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving eligibility waiting periods under any notice to Continuing Employees required by the WARN Act or any comparable state or local Law Buyer Benefit Plan that is a group health plan to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained waived with respect to the Continuing Employees by and their eligible dependents to the Sellers extent such conditions, limitations, and waiting periods were waived or by its independent contractors, such as insurance companies satisfied under the corresponding Company Employee Plans and actuaries, in order to facilitate benefits and payroll transition (y) give each of the Continuing Employees credit for the plan year in which the Closing occurs toward applicable deductibles and annual out of pocket limits for expenses incurred prior to the Closing for which payment has been made. In addition, Buyer shall take any and all actions as may be required to permit each Continuing Employees. The Purchaser shall offer Employee to enter into a new employment agreement with each Employee make rollover contributions of any “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Sellers who is Code, including plan loans) to a party to an employment agreement with Buyer Benefit Plan that includes a Seller cash or deferred arrangement under Section 401(k) of the Code for which such Continuing Employees are eligible, effective as of the date of eligibility, in an amount equal to any eligible rollover distribution made to such Continuing Employee from the Company’s 401(k) plan or other applicable tax-qualified retirement plan (including any plan loans). Notwithstanding the foregoing, nothing in this Section 8.11 shall operate to result in a duplication of benefits. Nothing in this Section 8.11, whether express or implied, shall (x) create any rights to continued employment with the Company, the Buyer or any of their Affiliates or in any way prohibit the Buyer, the Company or any of their Affiliates from terminating the employment of any Continuing Employee at any time and for any reason, (y) be construed as an amendment of any Company Plan or Buyer Benefit Plan or (z) grant any third party beneficiary rights under this Agreement (other than to any Person. Notwithstanding anything to the Employees named on Schedule 9.1(j) hereofcontrary set forth in this Agreement, who no provision of this Agreement shall be offered employment agreements deemed to be negotiated directly by the Purchaser with such Employees); provided, that (i) guarantee employment for any period of time for, or preclude the terms ability of such new employment agreement shall provide Buyer or the Surviving Entity to terminate, any Continuing Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreementfor any reason, (ii) require Buyer or the titleSurviving Entity to continue any Company Employee Plan or prevent the amendment, position, responsibilities and authority of modification or termination thereof after the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companiesEffective Time, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreementbe construed as an amendment of any Company Employee Plan or Buyer Benefit Plan, and (iv) such new employment agreement shall not contain grant any change in control third party beneficiary rights under this Agreement to any Person or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) restrict Buyer or the Surviving Entity from reducing the annual base salary, base wage or cash incentive compensation opportunities of any Continuing Employee, so long as such reduction is consistent (in no event shall any such Employee be deemed amount and duration) with a Continuing Employee hereundercompany-wide reduction in the annual base salaries, base wages or cash incentive compensation opportunities of the employees of the Buyer and its Subsidiaries generally.

Continuing Employees. The agreements (a) As of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, and until December 31, 2017 (or until termination of employment, if earlier), Parent shall (subject to its commercially reasonable discretion) provide, or shall cause (subject to its commercially reasonable discretion) the Surviving Corporation or one of Parent’s other Subsidiaries or Affiliates to provide, each Continuing Employee with the terms of such employment (i) as to provide forany Continuing Employee who is not a sales employee, for a period of (A) an annual base salary or an hourly wage rate, as applicable, that is not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were that provided to such Continuing Employee by the Company immediately prior to the Closing Closing, (B) cash incentive compensation opportunities that are not less favorable than those provided to such Continuing Employee by the Company immediately prior to the Closing, and (ii) employee benefits (excluding any equity-based compensation granted to such employees prior to the Purchaser'sClosing Date) that are not less favorable, or Lifetime's corporation groupin the aggregate, standard than those provided to such Continuing Employee by the Company as of the date hereof. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plans; providedplan, howeverprogram, that with respect to severance obligationsarrangement, agreement, policy or commitment sponsored or maintained by Parent, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act Surviving Corporation or any comparable state of their respective Subsidiaries or local Law Affiliates following the Closing and in connection with the termination of the employment by the Purchaser or its Affiliates which any Continuing Employee (or the spouse, domestic partner or any successor thereto) dependent of any Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan”) to treat, for all purposes (including eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA), all service with the Company (and predecessor employers to the extent that the Company or any Company Employee after the Closing DatePlan provides past service credit) as service with Parent, the Purchaser shall be responsible therefor Surviving Corporation and shall indemnify each Seller their respective Subsidiaries and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereofAffiliates. Without limiting the effect of the foregoing sentenceParent, the Purchaser Surviving Corporation and their respective Subsidiaries and Affiliates shall be solely responsible for giving use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Lawand all eligibility waiting periods, as soon as reasonably practicable following the date hereofactively-at-work requirements, the Sellers shall provide to the Purchaser the necessary employee data, including personnel evidence of insurability requirements and benefit information, maintained pre-existing condition limitations with respect to the Continuing Employees by and their spouses, domestic partners and dependents to the Sellers extent waived, satisfied or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided not included under the Employee's current employment agreementcorresponding Company Employee Plan, and (ii) to recognize for each Continuing Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the titleContinuing Employee and his or her spouse, position, responsibilities domestic partner and authority dependents under the corresponding Company Employee Plan during the plan year of such Company Employee Plan in which occurs the later of the Closing Date and the date on which the Continuing Employee begins participating in such Company Benefit Plan. Effective as of immediately prior to the Closing, the Company shall be appropriate in terminate the context employment of each employee of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall Company who will not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunderEmployee.

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended Buyer shall make severance payments to create or be deemed to create any third party beneficiary rights in any Employee of any -------------------- employees of the SellersUnited States Companies who meet the definition of Severed Employee in Section 10.2.5(a). The Purchaser amount of severance payments shall offer employment with the Purchaser or its Affiliates be determined under Section 10.2.5(b). The Buyer shall have no obligation to all of the Employees of make severance payments that the Sellers are obligated to make under Section 10.2.6. (a) A "Severed Employee" is any U.S. Continuing Employee (other than any Key Executives for which the Sellers have an obligation to make severance payments pursuant to section 10.2.6 hereof) who are not a party to an employment agreement with is terminated at any Seller on time within the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin one (1) year period commencing on the Closing Date, with other than for death, disability or cause, and other than voluntarily, and who executes any release of claims reasonably required under the terms of such the applicable severance arrangement in Section 10.2.5(b) and/or by the Buyer. Transfer of employment from one Company to provide for, for a period another Company or to an affiliate of not less than one the Buyer (1) year after if the commencement of such employment (i) employee is transferred at least substantially the same salaryrate of pay and to a substantially equivalent position) shall not constitute termination for this purpose, wages, and bonus opportunities as were provided unless the transfer presents a personal financial hardship to such employee. (b) The amount and type of severance benefits payable to a Severed Employee immediately prior shall be the benefits set forth on Exhibit E, which are similar to those provided in the Closing and Mallinckrodt Strategic Change Initiative termination package (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligationsprovided that, the provisions Buyer, New MVI, the Veterinary Subsidiaries and any of Section 8.3 hereof their affiliates shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent not have any Seller becomes subject liability or responsibility for any additional enhancements to any Liabilities Plan or Non-ERISA Plan) or, if the Severed Employee is a Key Executive with a letter agreement addressing severance payments and benefits, inter alia, the benefits shall be those set forth in the letter agreement instead of those set forth on Exhibit E. (c) Subject to subsection (b) set forth immediately above, the Buyer shall be responsible for providing health care continuation coverage that complies with the requirements of Part 6 of Title I of ERISA and Code section 4980B to Severed Employees, at the Severed Employees' sole cost and expense, under the WARN Act or any comparable state or local Law in connection with Buyer's group health plans. (d) It is understood that each Severed Employee shall be entitled to receive payment for all earned and unused vacation for the calendar year of the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor on and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunder.severance. 10.2.6

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least Following the same salaryClosing, wages, and bonus opportunities as were provided to such Employee Parent will give each employee who shall have been an employee of the Company or its Subsidiaries immediately prior to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard who becomes an employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser Parent or its Affiliates (the “Continuing Employees”) full credit for service with the Company to the extent required by applicable Law. Effective as of the Closing and thereafter, Parent shall, and shall cause the Company and Affiliates of Parent to (x) use commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods or evidence of insurability requirements under any successor thereto) health plan of any Continuing Employee the Company, Parent or an Affiliate of Parent extended to the Current Employees after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained waived with respect to the Continuing Current Employees and their eligible dependents to the extent such limitations or requirements had been satisfied or do not apply under an analogous compensation and benefit plan in which such Current Employees participated immediately prior to the Closing, (y) recognize, for purposes of annual deductible and out-of-pocket limits under its medical, dental and vision and drug plans, deductible and out-of-pocket expenses paid or incurred by Current Employees in the Sellers or by its independent contractorscalendar year in which the Closing occurs and (z) fully credit Current Employees for purposes of eligibility and vesting, and for purposes of severance, vacation and/or paid-time-off accrual, for years of service with the Company prior to the Closing to the extent that such as insurance companies and actuaries, in order service was recognized under the corresponding Company Plan prior to facilitate benefits and payroll transition the Closing for the Continuing Employees. The Purchaser shall offer Current Employee’s participation in any welfare benefit plan or pension plan (intended to enter into a new employment agreement with each Employee of any qualify under Section 401(a) of the Sellers who is Code) of Parent (each a party to an employment agreement with “Parent Plan”). For the avoidance of doubt, no incentive compensation, bonus or similar plan shall constitute a Seller as Parent Plan for the purpose of the date subclause (z) of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such EmployeesSection 5.04(a)(i); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunder.

Continuing Employees. The agreements (a) Prior to the Closing, the Buyers shall, or shall cause a Company to, make an offer of employment to each Specified Service Provider on terms consistent with those provided under this Agreement (including this Article VIII) Section 8.01. In addition, as of the Closing Date, Buyers shall cause the Companies to continue the employment of all Company Employees provided that it is understood that the foregoing statement does not constitute a guarantee of continued employment. As of the Closing, or such other later date as set forth in the Transition Services Agreement, the Company Employees who are between employed by the Purchaser, Lifetime Companies and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer Specified Service Providers who have accepted employment with a Company (the Purchaser “Continuing Employees”) shall cease to be covered by the employee benefit plans of Freeport and its Affiliates (which, for the avoidance of doubt, shall not include the Companies from and after the Closing) and instead shall be covered by the employee benefit plans of a Buyer or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this AgreementAffiliates, with such employment with the Purchaser or its Affiliates to begin including, commencing on the Closing Date, with the terms of such employment Companies, as applicable. In addition to provide forany obligation either Buyer or its Affiliates may have under Applicable Law, for a the period 44 beginning on the Closing Date and continuing through the first anniversary of not less than one (1) year after the commencement of such employment Closing Date, Buyers shall, or shall cause the Companies to, provide the Continuing Employees, to the extent that the Continuing Employees remain so employed, with (i) at least fixed cash compensation that is no less favorable than the same salary, wages, and bonus opportunities as were provided to compensation of each such Continuing Employee immediately prior to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) incentive compensation opportunities comparable to those provided to each such Continuing Employee immediately prior to the title, position, responsibilities Closing Date and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions benefits (including severance) substantially comparable in the aggregate to the current severance provisions contained in benefits (including severance) provided by the Companies to each such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunderimmediately prior to the Closing Date.

Continuing Employees. The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any All employees of the Sellers. The Purchaser Company who shall offer continue in employment with the Purchaser or its Affiliates to all Buyer following the Closing Date (collectively, the “Continuing Employees”) shall participate in the health, welfare and other benefit programs of the Employees Buyer that in the aggregate are substantially equivalent to those applicable to employees of the Sellers who Buyer in similar functions and positions on similar terms (it being understood that equity incentive plans are not a party to an employment agreement with any Seller on the date of this Agreementconsidered employee benefits), with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately prior to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect nothing herein contained shall affect the ability of Buyer and Parent to severance obligationsamend, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to modify or terminate any health, welfare or other benefit plan so long as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall be responsible therefor resulting changes affect all employees and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for not just the Continuing Employees. The Purchaser Buyer and the Company agree that where applicable with respect to any welfare benefit plan, including without limitation medical or dental benefit plans, of the Buyer, the Buyer shall offer use commercially reasonable efforts to enter into waive any pre-existing condition exclusion and actively-at-work requirements (provided, however, that no such waiver shall apply to a new employment agreement with each pre-existing condition of any Continuing Employee who was, as of the Closing Date, excluded from participation in a plan maintained by the Company by virtue of such pre-existing condition) and similar limitations, eligibility waiting periods and evidence of insurability requirements under any of the Sellers who is a party to an employment agreement with a Seller as group health plans of the date of this Agreement (other than Buyer. The Buyer shall provide that any covered expenses incurred on or before the Closing Date by the Continuing Employees named on Schedule 9.1(j) hereof, who or such employees’ covered dependents shall be offered employment agreements taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date to the same extent as such expenses are taken into account for the benefit of similarly situated employees of the Buyer. Service of the Continuing Employees with the Company will be negotiated directly by credited for purposes of determining eligibility to participate and vesting purposes in the Purchaser with health, welfare and other benefit programs of Buyer to the extent such Employees); service was recognized under similar health, welfare and other benefit programs of the Company in which such Continuing Employees participated in prior to the Closing, provided, however, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreement, (ii) the title, position, responsibilities and authority of the Employee shall be appropriate in the context of the employer being a part of Lifetime's consolidated group of companies, (iii) such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereundercrediting of service result in duplication of benefits.

Continuing Employees. The agreements of this Agreement (a) For all purposes (including this Article VIIIpurposes of vesting, eligibility to participate and level of benefits) are between under any Plan of the Purchaser, Lifetime and the Sellers, and are not intended to create Surviving Corporation or be deemed to create any third party beneficiary rights in any Employee of any of the Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this AgreementSubsidiaries, with such employment with the Purchaser or its Affiliates to begin on the Closing Date, with the terms of such employment to provide for, for a period of not less than one (1) year after the commencement of such employment (i) at least the same salary, wages, and bonus opportunities as were provided to such Employee immediately prior solely to the Closing and (ii) the Purchaser's, or Lifetime's corporation group, standard employee benefit plans; provided, however, that with respect extent such Plan provides benefits to severance obligations, the provisions of Section 8.3 hereof shall apply. All such Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing DateDate (including the Company Plans) (the “New Plans”), the Purchaser each such Continuing Employee shall be responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance credited with his or her years of service with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act Company or any comparable state of its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any Company Plan in which such Continuing Employee participated or local Law was eligible to be given after participate immediately prior to the Closing Date. To ; provided that the foregoing service credit shall not be required to apply (i) to the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the Purchaser the necessary employee data, including personnel and benefit information, maintained that its application would result in a duplication of benefits with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee same period of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (i) the terms of such new employment agreement shall provide the Employee with substantially the same compensation and medical benefits as are provided under the Employee's current employment agreementservice, (ii) for purposes of any defined benefit pension accrual under any New Plan and (iii) for purposes of any subsidy provided for any post-employment welfare benefits under any New Plan. In addition, and without limiting the title, position, responsibilities and authority generality of the foregoing, (i) each Continuing Employee shall be appropriate immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Company Plan in which such Continuing Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, the Surviving Corporation shall, or shall cause any of its Subsidiaries to, use commercially reasonable best efforts to cause (A) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or any of its Subsidiaries in which such Continuing Employee participated immediately prior to the Closing Date and (B) any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the context corresponding New Plan begins to be taken into account under such New Plan for purposes of the employer being a part of Lifetime's consolidated group of companiessatisfying all deductible, (iii) coinsurance and maximum out-of-pocket requirements applicable to such new employment agreement shall contain severance provisions comparable to the current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such obligations existing in such current employment agreements), and (v) in no event shall any such Employee be deemed a Continuing Employee hereunder.and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. 77