Common use of Employee and Benefit Matters Clause in Contracts

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence of the Closing) to each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing Date. (b) To the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser shall cause each Business Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependents. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days Buyer shall, within 45 days after the date hereof, Noble shall deliver offer employment on an unconditional basis to Purchaser a list all Non-CBA Employees on the terms described in Section 6.6(c), other than the Employees who are on military leave or who as of certain employees of Noble the Closing have been, or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”)are reasonably likely to be, approved for long term disability benefits. At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days From time to time prior to the Closing Date, Noble Seller shall use its commercially reasonable efforts to update Schedule 4.19(b) to (i) remove any Employees who cease to provide full-time on site services to the Project Company specified on Schedule 4.19(b) after the date hereof and (ii) add any person to fill a vacancy that begin providing full-time on site services to the Project Company specified on Schedule 4.19(b) after the date hereof. (b) Schedule 4.19 sets forth the collective bargaining agreement or agreements to which the Project Company is a party or is subject (each, a “CBA” and collectively, the “CBAs”). From and after the Closing Date, Buyer agrees to cause the Project Company to fulfill all of the Project Company’s obligations under the CBA, including, without limitation, (i) offering employment to all CBA Employees and (ii) treating all CBA Employees in accordance with the terms of such CBA through the expiration date or earlier permitted termination of the CBA. Except for the obligation to make contributions to a Multiemployer Plan in accordance with the CBA, Buyer and its Affiliates shall make not assume sponsorship of or any obligation under any Benefit Plans, but instead shall establish their own benefit plans or otherwise contribute to appropriate benefit plans in order to comply with the Business Employees available to Purchaser terms of the CBA. (c) Immediately following the Closing Date and for a period of at reasonable times to discuss potential least two (2) years from the Mirant Closing, each Non-CBA Employee who accepts Buyer’s offer of employment with Purchaser (each, a “Transferred Employee”) shall be paid an annual rate of salary or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of hourly wage and contingent on the occurrence of the Closing) to each Business Employee at a base salary or hourly rate and employee benefits bonus that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide is the same or substantially similar services and at greater than that being paid to such Transferred Employee immediately before the Closing, shall have the same location (or locations better) terms and conditions of employment. Each offer , including, but not limited to vacation and paid time-off policies, as in effect on the Closing Date and shall immediately participate in employee benefit plans of employment the Buyer that are equivalent in the aggregate to a Business the employee benefit plans covering such Transferred Employee shall be consistent with the provisions of this Section 11.12(a). On or immediately before the date Closing. (d) Without limiting the generality of Section 6.6(a), Buyer agrees that is five (5i) Business Days Buyer will cause its benefit plans to recognize all previous service principally dedicated to the Project Company for the purpose of determining eligibility for and entitlement to benefits, including vesting and benefit accrual; (ii) Buyer will cause one or more group health plans offered to Transferred Employees to recognize all deductibles and coinsurance payments accrued by the Transferred Employees prior to the Closing Date and to waive any preexisting condition limitations, actively at work exclusions and waiting periods for the Transferred Employees; (iii) for the remainder of the calendar year in which the Mirant Closing occurs and for the two (2) succeeding years, the vacation and paid time-off offered to the Transferred Employees shall be equal to or greater than the vacation and paid time-off offered to such Transferred Employees on the Closing Date; (iv) Buyer shall maintain for at least two (2) years starting on the Mirant Closing the same or better severance arrangements applicable to the Transferred Employees that were in effect on the Closing Date; and (v) after the second anniversary of the Mirant Closing, subject to applicable Law, Buyer shall provide the Transferred Employees with base salary and overall benefits (including retiree benefits) that are no less favorable, in the aggregate, than those then provided to similarly-situated employees of Buyer. (e) Buyer shall take the necessary action to cause Buyer’s defined contribution plan or plans to accept the rollovers of any “eligible rollover distributions” (as defined in the Code) of Transferred Employees from any qualified plans in which Transferred Employees are participating immediately prior to Closing. (f) Buyer assumes no liability with respect to, and receives no right or interest in, any Benefit Plan. At the close of business on the Closing Date, Purchaser all Employees shall notify Noble which Business Employees have accepted offers of employment cease participation in all Benefit Plans, except with Purchaser respect to benefits accrued as of, or its Affiliateclaims incurred on or prior to, the Closing Date, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of except that each Business Employee who accepts is on long-term disability leave immediately prior to the Closing shall continue to be covered by the long-term disability plan maintained for the benefit of such employment Employee as of the Closing Date for such covered disability. (g) All Employees shall become vested in their benefits accrued in any Benefit Plan as of the Closing Date in accordance with the terms of such Benefit Plan. (h) Buyer shall be effective a “successor employer” (as described in the regulations under Section 4980B of the Code) for purposes of providing continuation group health plan coverage as required under Section 4980B of the Code (“COBRA Continuation Coverage”) and shall provide COBRA Continuation Coverage for the Employees and their “qualified beneficiaries” (as defined in Section 4980B of the Code) with respect to “qualifying events” (as defined in Section 4980B of the Code) that occur on, prior to, or after the Closing Date. (bi) To the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as Within a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or reasonable time prior to Closing, Seller shall provide Buyer with such pertinent data or information as Buyer shall reasonably require to determine each Employee’s service, compensation or any other information related to benefits necessary to implement the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result requirements of any employment losses of Business Employees occurring after this Section 6.6 on the Closing Date. Notwithstanding To the foregoingextent the consent of an Employee is required in order for Seller to deliver any such pertinent data, Purchaser shall make a sufficient number of offers of employment pursuant records or information to Section 11.12(a) above Buyer, Seller agrees to use its commercially reasonable efforts to secure such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreementconsent. (cj) Purchaser Buyer shall cause each Business Employee who accepts an offer have the right to use a third party vendor to hire Employees and to perform certain actions on behalf of employment made pursuant to Buyer under this Section 11.12(a) (a “Continuing Employee”) and 6.6, but no such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble use or designation shall release Buyer from its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependentsobligations hereunder. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.

Employee and Benefit Matters. (a) Prior On or before the Closing, Seller shall take all actions necessary, if any, to transfer all Seller Plans listed on Schedule 4.9(a) (excluding the Entergy Xxxx, XX Savings Restoration Plan and the Entergy Xxxx, XX Performance Unit Plan) (collectively, the “Transferred Plans”) to Gulf South. Buyer shall not, and from and after the Closing Date the Companies shall not, have any responsibility or liability with respect to the expiration of fifteen (15) Business Days Entergy Xxxx, XX Savings Restoration Plan and the Entergy Xxxx, XX Performance Unit Plan. From and after the date hereofClosing Date, Noble Seller, the Parent Companies and their respective Affiliates shall deliver not have any responsibility or liability with respect to Purchaser the Transferred Plans. Subject to Section 6.6(g) and notwithstanding anything to the contrary herein, for purposes of the representations and warranties set forth in Section 4.9(a), Transferred Plans shall not be considered to be Company Plans. (b) Schedule 6.6(b) sets forth a list of certain employees of Noble Seller or its Affiliates (other than the Companies) who provide have provided services primarily in connection relating to the Companies’ businesses and which Seller and such Affiliates shall make available to Buyer to discuss potential employment after the Closing with the Assets Buyer or an Affiliate of Buyer (such employees being collectively the “Business Affiliate Employees”). At the request of Purchaser, from and Within 20 days after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Dateof this Agreement, Noble and such Affiliates Buyer shall, or shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an cause its Affiliate of Purchaser. Purchaser or an Affiliate may to, offer employment (which shall be effective as of and contingent on the occurrence of the Closing) to each Business Affiliate Employee at a base salary that Buyer or hourly rate such Affiliate desires to employ, and employee benefits that are substantially similar Buyer shall notify Seller of the Affiliate Employees to the current base salary or hourly rate of Purchaser whom Buyer or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations Affiliate has made offers of employment. Each offer of employment to a Business an Affiliate Employee shall be consistent with the provisions of this Section 11.12(a)6.6 and shall remain open for a period of at least 20 days. On or before the date that is five (5) Business Days prior to the Closing Date, Purchaser Buyer shall notify Noble which Business Employees have Seller as to each Affiliate Employee who has accepted offers of employment with Purchaser Buyer or its Affiliate, and which Business Employees have each Affiliate Employee who has rejected an offer of such offers employment. Buyer shall indemnify and hold harmless Seller, the Parent Companies and their respective Affiliates with respect to all Losses relating to or arising out of employmentBuyer’s actions with regard to the employee selection and employment offer process described in the preceding provisions of this Section 6.6(b) (including any claim of discrimination or other illegality in such selection and offer process). The employment with Purchaser Buyer or an Affiliate of Purchaser Buyer of each Business Affiliate Employee who accepts such employment shall be effective as of the Closing Date. (bc) To For the extent period beginning on the Closing Date and ending on December 31, 2005 and subject to the remaining paragraphs of this Section 6.6 and an individual’s continued employment with a Company, Buyer or any of their respective Affiliates, Buyer shall cause each Continuing Employee to be provided with (i) compensation (including annual incentive compensation) on a basis substantially similar to that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated provided by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble Seller and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or to such employee immediately prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment (ii) benefits pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply Transferred Plans or otherwise on a basis substantially similar to those provided in the transactions contemplated by this AgreementTransferred Plans. (cd) Purchaser Buyer shall cause each Business Continuing Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s his eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a Seller Plan that is a group health plan maintained by Noble or its Affiliatesplan) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser Buyer or an Affiliate of Purchaser for the benefit of its similarly situated employees Buyer (which coverage may be provided under one or more Transferred Plans) that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans Seller Plans that provide similar benefits. (e) Buyer shall cause the employee benefit plans and programs maintained after the Closing by Buyer, the Companies and the Affiliates of Buyer to recognize each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Seller, the Companies and their Affiliates (including service and seniority with any other employer that was recognized by Seller, the Companies or their respective Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits maintained by Noble or its Affiliatesand employer contribution rates under retirement plans. Purchaser Buyer shall cause each group health employee welfare benefit plan or program sponsored by Purchaser Buyer or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions exclusion with respect to participation and coverage requirements applicable to such Continuing Employee and his eligible dependentsEmployee. (df) Purchaser Seller shall cause each Continuing Employee to have, effective as of the Closing Date, a fully vested and nonforfeitable interest in such Continuing Employee’s account balances, if any, under the Entergy-Xxxx, XX Savings Restoration Plan. Seller may, at any time prior to the Closing Date, cause some or all of its current or former employees (and some or all of the current or former employees of any professional employer organization which provide or provided services to Seller) who will not be Continuing Employees (the “Non-Transferred Employees”) to have a fully vested and nonforfeitable interest in their account balances, if any, under the Seller Savings Plan and the Entergy Xxxx, XX Money Purchase Plan. With respect to each Non-Transferred Employee who has an outstanding loan from the Seller Savings Plan as of the Closing Date, for the period beginning on such date and ending on the earlier of December 31. 2005 or the date such Non-Transferred Employee terminates employment with Seller (or, in the case of an individual employed by a professional employer organization, ceases to provide services to Seller), Buyer shall cause the employee benefit plans Seller Savings Plan to continue to accept loan repayments (without defaulting the related loan) directly from such Non-Transferred Employee. In connection with the sale of a trading business by Seller and programs maintained its Affiliates, certain employees who had account balances under the Seller Savings Plan transferred employment from Seller and its Affiliates to the purchaser of such business (the “Trading Employees”). From and after the Closing Date, Buyer shall cause the Seller Savings Plan to deliver to a defined contribution plan maintained by Purchaser such purchaser the rolloverable account balances (other than any after-tax contributions) under the Seller Savings Plan of each Trading Employee who elects such a direct rollover, and its Buyer shall cause the Seller Savings Plan to deliver to such defined contribution plan the promissory notes and other loan documentation, if any, of the Trading Employees who have elected such a direct rollover in accordance with the procedures prescribed by Seller. (g) Fees and expenses of the Transferred Plans and claims under the Seller Plans of Continuing Employees, other participants and their respective eligible beneficiaries and dependents for medical, dental, prescription drug, life insurance, and/or other welfare benefits (“Welfare Benefits”) (other than disability benefits) that are incurred before the Closing Date shall be the sole responsibility of the Seller Plans. Claims of Continuing Employees and their eligible beneficiaries and dependents for Welfare Benefits (other than disability benefits) that are incurred on or after the Closing Date shall be the sole responsibility of Buyer and the Companies. For purposes of the provisions of this paragraph, a medical/dental claim shall be considered incurred on the date when the medical/dental services are rendered or medical/dental supplies are provided, and not when the condition arose or when the course of treatment began. Claims of individuals receiving long-term disability benefits or in an elimination period under a Seller Plan as of the Closing Date shall be the sole responsibility of the Seller Plan. Except as provided in the preceding sentence, claims of Continuing Employees and their eligible beneficiaries and dependents for short-term or long-term disability benefits from and after the Closing Date shall be the sole responsibility of Buyer and the Companies (without regard to whether the circumstances giving rise to such claim occurred before, on or after the Closing Date). If a claim is a responsibility of a Seller Plan pursuant to this Section 6.6(g), then such claim shall be the responsibility of the corresponding Transferred Plan from and after the Closing Date; provided, however, that Seller shall reimburse Buyer for any such claim under a self-insured Seller Plan that is incurred before the Closing Date and is not paid prior to Closing or taken into account in the determination of Net Working Capital. In addition, the Transferred Plans that are required to provide continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, shall provide such coverage to any individual who was receiving such coverage or eligible to receive such coverage as of the Closing Date. (h) If, within one year after the Closing Date, (i) the employment of any Continuing Employee is terminated by Buyer or an Affiliate of Buyer for a reason other than “cause” (as such term is defined below) or (ii) a Continuing Employee resigns from employment with Buyer or an Affiliate of Buyer after a reduction in his or her base salary by more than 10% or a relocation of his or her principal place of employment by more than 30 miles, then, in any such case, Buyer shall cause such Continuing Employee to be provided with severance benefits (which shall be paid in a single, lump sum payment) equal to no less than two weeks pay per year of service (determined based on the employee’s level of annual base pay and determined without regard to service in excess of 26 years); provided, however, that (A) with respect to a Continuing Employee whose annual base pay is $90,000 or more, the minimum severance benefit shall be six months of annual base pay and (B) with respect to a Continuing Employee whose annual base pay is less than $90,000, the minimum severance benefit shall be three months of annual base pay; provided further, however, that such Continuing Employee shall have executed a customary release agreement in favor of Buyer, Gulf South, Seller, the Parent Companies and their respective Affiliates prior to receiving any such benefits. With respect to each Continuing Employee who becomes eligible for payment of the benefit foregoing severance benefits, such benefits shall be paid as follows: (i) first, Buyer or Gulf South will pay benefits equal to one and one-half weeks pay per full year of its similarly situated employees to recognize service, with a minimum payment of two weeks pay for any such employee having less than one full year of service and give credit six weeks pay for any such employee having at least one full year of service; (ii) second, Seller will pay the remaining benefits unless and until Seller’s aggregate payments made under this clause (ii) equal $1,000,000; and (iii) third, Buyer or Gulf South will pay the remaining benefits from and after such time as Seller’s aggregate payments made under the preceding clause (ii) equal $1,000,000. For all purposes of the preceding sentence, each Continuing Employee’s years annual base pay shall be determined by excluding overtime and shall be equal to the greater of (x) the rate of the Continuing Employee’s annual base pay in effect as of the date of termination of his or her employment or (y) the rate of the Continuing Employee’s annual base pay in effect as of the Closing Date. For the purpose of calculating the amount of any severance compensation in respect of such severance benefit, Buyer shall ensure that each Continuing Employee’s period of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for is taken into account as set forth in Section 6.6. For purposes of terms this Section 6.6(h), the term “cause” shall mean that a Continuing Employee (i) has engaged in gross negligence or willful misconduct in the performance of employment the duties of his or her employment, (ii) has materially breached any material provision of any written agreement between the Continuing Employee and eligibilityhis or her employer, vesting(iii) has willfully disregarded any written corporate policies established by his or her employer, benefit accrual (other than benefit accrual under iv) has willfully engaged in conduct that the Continuing Employee knows or should know is materially injurious to his or her employer or (v) has been convicted of a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement planscrime involving moral turpitude or any felony.

Employee and Benefit Matters. (a) Prior As soon as reasonably practicable following the execution of this Agreement, USAC or its Affiliate shall be provided the opportunity to make offers of employment to those Business Employees of its choosing, which such offers shall be for employment commencing on the date contemplated by the Transition Services Agreement and on terms and conditions determined by USAC or such Affiliate under compensation programs that are substantially similar to those currently in place for USAC’s or such Affiliate’s other employees. As to a Business Employee, if such offered terms and conditions are materially less favorable to such Business Employee than those terms and conditions of the compensation programs of the Company prior to the expiration Closing, or such offered terms and conditions are not substantially similar with respect to the primary duties and responsibilities of fifteen (15) such Business Days after Employee at the date hereofCompany prior to the Closing, Noble then such Business Employee shall deliver not constitute a Business Employee for purposes of the condition to Purchaser a list the obligation of certain employees of Noble or its Affiliates who provide services primarily the USAC Parties to consummate the Closing set forth in connection with the Assets (such employees being collectively the “Business Employees”)Section 6.8. At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) least three Business Days prior to the Closing DateClosing, Noble and USAC shall inform the S&R Parties which Business Employees have accepted such Affiliates offer. The Company shall make the Business Employees available and otherwise provide reasonable facilitation in order to Purchaser at reasonable times assist with the offer, pre-hire and employee screening process and the S&R Parties shall take no action to discuss potential discourage a Business Employee from accepting an offer of employment contemplated by this Section 5.15. Those Business Employees who accept such offer and report for work with Purchaser USAC or an its Affiliate on their scheduled reporting date following the Closing are referred to as the “Continuing Employees.” For the sake of Purchaser. Purchaser clarity, in the event any Business Employee is not offered employment by USAC or an Affiliate may offer employment (which one of its Affiliates, the Company shall be effective as of and contingent on have the occurrence of the Closing) right to each retain, hire or rehire such Business Employee at a base salary any time without notice to, or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees andconsent of, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing DateUSAC. (b) To The S&R Parties shall cause COBRA continuation coverage (within the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination meaning of employment of employees arise as a consequence Section 4980B of the Transactions contemplated by this Agreement Code and Treasury regulations thereunder) to be provided to all individuals who are M&A qualified beneficiaries (collectively, “WARN Obligations”), within the meaning assigned to such term under Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to the Transaction for the duration of the period to which such individuals are entitled to such coverage. The S&R Parties hereby agree shall take any and all necessary actions to ensure that Noble USAC and its Affiliates shall are not required to provide such continuation coverage to any such individual at any time. In the event USAC or any of its Affiliates incurs any costs or other Liability with respect to COBRA continuation coverage required to be responsible for provided to any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior M&A qualified beneficiary with respect to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are acceptedTransaction, the WARN Obligations would not apply S&R Parties shall reimburse and pay USAC in full an amount sufficient to the transactions contemplated by this Agreementcover such costs and/or other liabilities as soon as administratively feasible (but in no event more than 20 days) following USAC’s request for such amounts. (c) Purchaser Section 5.15(c) of the Company Disclosure Letter sets forth those Continuing Employees who USAC has identified as key employees of the Contributed Business (the “Key Employees”). The S&R Parties agree that, except as otherwise provided in Section 5.15(c) of the Company Disclosure Letter, in the event any Key Employee is offered employment by USAC and does not accept such offer of employment, the S&R Parties shall not, and shall cause each Business their respective Affiliates not to, hire or rehire such Key Employee who accepts an offer for period of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a Continuing Employee may be eligible to participate in on or six months after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependentsDate. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.

Employee and Benefit Matters. CORE/3500185.0007/137145529.15 (a) Prior For not less than twelve (12) months following the Closing Date, Purchaser shall provide to each Employee who is then currently employed by Purchaser or the Companies: (A)(i) a salary or wage level and bonus opportunity at least equal to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver salary or wage level and bonus opportunity to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (which such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days employee was entitled immediately prior to the Closing Date; (ii) severance benefits and paid time off benefits that, Noble respectively, are no less favorable than the severance and paid time off benefits to which such Affiliates shall make employee was entitled immediately prior to the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment Closing Date; and (which shall be effective as of and contingent on the occurrence of the Closingiii) to each Business Employee at a base salary or hourly rate and other employee benefits that are substantially similar in the aggregate to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, employee benefits that such employee was entitled to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days receive immediately prior to the Closing Date; or (B) compensation and benefits that are, Purchaser in the aggregate, substantially equivalent to those provided by the Companies to Employees immediately prior to the Closing Date. Nothing herein shall notify Noble which Business Employees have accepted offers modify the at-will status of any Employee’s employment with Purchaser or the Companies, each of which is acknowledged to be an at-will employee, except as set forth in Schedule 4.09. (b) With respect to each Employee who remains employed until the date that is thirty (30) days following the Closing (the “Bonus Retention Date”), Purchaser shall pay or shall cause the Companies to pay to such Employee, on the Bonus Retention Date, such Employee’s annual bonus for 2018, prorated for the portion of 2018 completed prior to the Closing Date using the annual bonus amounts as of October 31, 2018 and daily accruals thereon, in each case, as set forth on Schedule 6.08(b); provided, that if any Employee’s employment is terminated prior to the Bonus Retention Date by Purchaser other than for cause (as defined in such Employee’s employment agreement or offer letter as in effect on the date hereof or, if there is no such employment agreement or offer letter, as defined in the ADA Carbon Solutions, LLC 2016 Retention & Performance Award Plan), Purchaser shall pay or cause the Companies to pay to such Employee the applicable amount set forth on Schedule 6.08(b) on the date of such Employee’s termination. (c) To the extent permitted under applicable Law, Purchaser shall use commercially reasonable efforts to: (i) waive or cause to be waived pre-existing condition requirements (except with respect to any pre-existing condition for which coverage was denied under any Benefit Plan), evidence of insurability provisions, waiting period requirements or any similar provisions under any employee welfare benefit plans maintained by Purchaser and/or its AffiliateAffiliates for Employees after the Closing Date, and (ii) apply or cause to be applied toward any deductible requirements and out-of-pocket maximum limits under Purchaser’s and/or its Affiliates’ employee welfare benefit plans any amounts paid (or accrued) by each Employee under any Benefit Plan during the applicable plan year in which Business Employees have rejected such offers the Closing Date occurs. Purchaser shall recognize for all purposes, other than benefit accrual under any defined benefit pension plan, but including eligibility, vesting, benefit accrual and determination of employment. The employment with Purchaser or an Affiliate level of Purchaser benefits, under Purchaser’s and its Affiliates’ policies and employee benefit plans (including paid time off and severance) the service of each Business any Employee who accepts such employment shall be effective as of prior to the Closing Date. (bd) To Following the extent that any obligations Closing, Purchaser shall or liabilities under shall cause the Worker Adjustment and Retraining Notification Act Companies to pay the Employee Transaction Expenses in accordance with the terms of the applicable plan, award document or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreementagreement. (e) The provisions of Section 6.08(a), (b), (c), and (d) Purchaser shall cause each Business Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser are for the sole benefit of its similarly situated employees that the Parties to this Agreement and nothing herein, expressed or implied, is intended or shall be CORE/3500185.0007/137145529.15 construed to confer upon or give to any person (including, for the avoidance of doubt, any Employee), other than the Parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement. Nothing contained herein, express or implied: (i) provide benefits shall be construed to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and establish, amend, or modify any benefit plan, program, agreement or arrangement; (ii) credit such Continuing Employeeshall alter or limit the ability of Sellers, Purchaser, the Companies or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement; or (iii) is intended to confer upon any current or former employee any right to employment or continued employment for the calendar year during which such coverage under such plans beginany period of time by reason of this Agreement, with or any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble right to a particular term or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one condition of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependentsemployment. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.

Employee and Benefit Matters. (a) Prior to, and effective no later than the day immediately preceding, the Closing Date, Seller shall, or shall cause its Affiliates to, as applicable, cause the resignation of the individuals listed on Schedule 6.8(a) from the applicable Non-Company Affiliate of which such individual is an employee. For a period of 12 months following the Closing, Buyer shall provide, or cause its Affiliate to provide, each Employee who continues to be employed by Buyer or an Affiliate immediately following the Closing (collectively, "Continuing Employees"), solely for so long as any such Person remains employed by Buyer or its Affiliate following Closing, with (i) base salary or hourly wage rate, as applicable, that is substantially similar to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble base salary or its Affiliates who provide services primarily wage rate in connection with the Assets (effect for such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days Continuing Employee immediately prior to the Closing Date, Noble (ii) short-term, cash bonus opportunities substantially similar to those provided to such Continuing Employee immediately prior to the Closing Date under the Plans, and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence of the Closingiii) to each Business Employee at a base salary or hourly rate and employee benefits (excluding any defined benefit pension, equity or equity-based, deferred compensation, or post-termination or retiree welfare benefits) that are are, in the aggregate, substantially similar to the current base salary employee benefits (excluding any defined benefit pension, equity or hourly rate of Purchaser equity-based, deferred compensation, or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, post-termination or retiree welfare benefits) that were available to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days Continuing Employees immediately prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of Date under the Closing DatePlans set forth on Schedule 4.15(a). (b) To the extent a Continuing Employee becomes eligible to participate in an employee benefit or compensation plan, program or arrangement (excluding any plan, program or arrangement providing for defined benefit pension, equity or equity-based, deferred compensation, or post-termination or retiree welfare benefits) that any obligations or liabilities is not a Plan following the Closing Date, Buyer shall (and shall cause its Affiliates to) use commercially reasonable efforts to: (i) recognize, for purposes of eligibility, vesting and (for purposes of vacation and severance benefits only) benefit levels and accruals service with Seller, the Acquired Companies and their respective Affiliates prior to the Closing Date to the same extent and for the same purpose as such service was recognized under the Worker Adjustment corresponding Plan (except to the extent that such recognition would result in a duplication of benefits); (ii) waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under any health plan; and Retraining Notification Act (iii) provide full credit for any co-payments, deductibles, out-of-pocket maximums or similar payments such Continuing Employee made or incurred under an equivalent Plan for the plan year in which the Closing Date occurs. (c) Except as set forth in this Section 6.8(c) and notwithstanding any other similar state laws relating to plant or facility closings or otherwise regulating the termination provision of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectivelyAgreement, “WARN Obligations”), the Parties hereby agree that Noble Seller and its Affiliates shall retain sponsorship of and all liabilities and obligations arising under or with respect to those Plans set forth on Schedule 6.8(c) (such plans the "Seller Retained Plans"). The parties hereto agree that for the period beginning on the Closing Date and ending on the last day of the third (3rd) month following the Closing Date, the Continuing Employees shall be responsible for any WARN Obligations arising as permitted to continue participating in each Seller Retained Plan that is a result group health plan, and that Buyer shall or shall cause the Acquired Companies to timely pay the premium costs associated with providing such continued participation by the Continuing Employees in the ordinary course of any employment losses of Business Employees occurring on or prior business in accordance with the historical practices by which the Acquired Companies have paid such amounts to the relevant Seller Retained Plan's plan sponsor. (d) Prior to the Closing Date, and Purchaser and its Affiliates the Company shall take all actions necessary to submit to the IRS, in accordance with the correction methods set forth under the IRS' Employee Plans Compliance Resolution System's Voluntary Correction Program ("VCP"), a corrective filing with respect to any operational or administrative failure associated with the VantaCore Partners, LP 401(k) Plan (the "401(k) Plan") set forth on Schedule 6.8(d). Seller shall be solely responsible for any WARN Obligations arising as a result all costs associated with the preparation and submission of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if VCP filing correcting all such offers are accepted, the WARN Obligations would not apply operational or administrative failures. Prior to the transactions contemplated by this AgreementCompany's submission of the VCP filing, a draft of such filing shall be provided to Buyer for review and consent (such consent not to be unreasonably withheld). (ce) Purchaser Nothing in this Section 6.8 amends, or will be deemed to establish, amend, or prevent or restrict the amendment or termination of, any Plan or any other employee benefit or compensation plan, program, or arrangement. No provision of this Agreement shall cause each Business Employee who accepts an offer be construed as a guarantee of continued employment made pursuant (or any particular term of employment) for any employee for any period of time or to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble prohibit Buyer or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a from terminating the employment of any Continuing Employee may be eligible to participate in on or at any time after the Closing Date to waive Closing. Nothing in this Section 6.8 shall create any preexisting condition exclusions applicable to such third-party beneficiary rights in any Continuing Employee and his eligible dependentsEmployee. (df) Purchaser Buyer shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates be solely responsible for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plansall Severance Costs.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence of the Closing) to each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days business days prior to the Closing Date, Purchaser Buyer shall notify Noble which Business Sellers in writing of the identities of any Administaff Employees have accepted offers of employment with Purchaser or its Affiliatethat will not be retained by the Company, and which Business Employees have rejected such offers of employment. The employment with Purchaser Buyer or an Affiliate of Purchaser Buyer after the Closing Date (“Non-Retained Employees”). Sellers shall terminate and cause Administaff to terminate the employment of each Business all such Non-Retained Employees on or before the Closing Date. Any severance payment or other compensation due to any Non-Retained Employee who accepts as a result of such termination of employment shall be effective the responsibility and liability of Sellers and included as a current payable in the Net Working Capital adjustment. Any Loss with respect to (i) the Administaff Employees or relating to employment or terms and conditions of employment of the Administaff Employees arising on or before the Closing Date, or (ii) under or in connection with the Administaff Plans, any Contract with Administaff, or the termination such Contract, shall be the sole responsibility of Sellers, and Sellers shall indemnify and hold harmless Buyer and its respective Affiliates, including the Company, with respect to any such Loss. Any severance payment, other compensation, or Loss resulting from the termination by Buyer on or after the Closing Date of the employment of any Administaff Employee not designated by Buyer as a Non-Retained Employee in accordance with the requirements of this Section 6.5(a) shall be the responsibility and liability of Buyer. Except as otherwise provided in this Section 6.5(a), Buyer shall indemnify and hold harmless Sellers and their respective Affiliates with respect to all Losses relating to or arising out of Buyer’s designation of Non-Retained Employees. (b) To For a period of at least one year beginning on the extent that any obligations Closing Date and subject to the remaining paragraphs of this Section 6.5, and an individual’s continued employment with or liabilities under co-employment by the Worker Adjustment Company or Buyer, Buyer shall provide or cause to be provided to each Administaff Employee who is actively co-employed by the Company as of the Closing and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating who has not been designated by the termination of employment of employees arise Buyer as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser shall cause each Business Non-Retained Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) with (i) base compensation at a rate substantially similar to such Continuing Employee’s base compensation rate immediately prior to the Closing and (ii) benefits substantially similar to the benefits provided to similarly situated employees of Buyer and its Affiliates. The Parties agree that the foregoing is not a guarantee of compensation or benefits or continuing employment or co-employment by Buyer. (c) Buyer shall make Reasonable Efforts to cause each Continuing Employee and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by an Administaff Plan that is a group health plan maintained by Noble or its Affiliatesplan), to (i) to be eligible to be covered for coverage under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser Buyer or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such Continuing Employee’s eligible dependents dependents, effective immediately upon on the Closing Date date coverage ceases under the Administaff Plans, and (ii) for purposes of satisfying deductibles, out-of-pocket maximums or other similar limitations, credit such Continuing Employee and such Continuing Employee’s eligible dependents, for the calendar year during which such coverage under such plans beginbegins, with any deductibles deductibles, co-insurance and co-payments already incurred during such calendar year under plans the Administaff Plans that provide similar benefits maintained but only if the Administaff Plan and the comparable Plans in which the Continuing Employees become eligible to participate after the Closing have the same plan year . (d) Buyer shall make Reasonable Efforts to cause any employee benefit plans that cover the Continuing Employees to recognize each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Sellers, the Company, and its Affiliates (including service and seniority with any other employer that was recognized by Noble Sellers, the Company, or its their respective Affiliates) for purposes of terms of employment and eligibility and vesting, but not for purposes of benefit accrual, retirement eligibility, or benefit determination, under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans. Purchaser For purposes of this Section 6.5(d), only actual years of service based on the hire date with the Company shall be credited with respect to a Continuing Employee; provided, however, that a Continuing Employee shall receive the same credit for years of service that such Continuing Employee had as of the Closing Date for purposes of Buyer’s or an Affiliate’s paid vacation leave. Buyer shall make Reasonable Efforts to cause each group health employee welfare benefit plan or program sponsored by Purchaser Buyer or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions exclusion or any proof of insurability requirement with respect to participation and coverage requirements applicable to such Continuing Employee and his eligible or such Continuing Employee’s dependents. (de) Purchaser shall cause The Company shall, to the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority extent administratively feasible, make all payments under Section 2.3(f) prior to the Closing Date with Noble and its Affiliates shall not make any such payment to an individual unless (including service and seniority with any other employer that was recognized by Noble or its Affiliatesi) for purposes of terms of employment and eligibilitysuch individual has signed and, vestingwhere applicable, benefit accrual not revoked a general release in the appropriate form attached as Exhibit F (other than benefit accrual under payments described in Section 6.5(j) below), and (ii) where applicable, a defined benefit pension planperiod of not less than seven (7) days has elapsed following the execution and benefit determination under delivery by such plans individual’s acceptance of the general release. The Company shall deliver a copy of the applicable general release to each individual to whom the Company elects to make a payment pursuant to Section 2.3(f) as soon as reasonably practical after the date of this Agreement. (f) Prior to the Closing Date, the Company shall take all actions necessary to (i) terminate all of the Company Plans effective as of the day prior to the Closing Date, and programs(ii) terminate the Company’s participation in the Administaff Plans effective (1) for any Administaff Plan that includes a cash or deferred arrangement described in Section 401(k) of the Code, including as of the day prior to the Closing Date, and (2) for all other Administaff Plans, as of the Closing Date. (g) At least five (5) Business Days prior to the Closing Date, the Company shall submit a schedule to Buyer identifying the total amount of any accrued but unused vacation or paid vacation, paid sick time, severance time off benefits and employer contribution rates the rate of accrual for vacation pay for each employee. Buyer shall credit, or cause an Affiliate to credit, the Continuing Employees with their accrued by unused vacation under retirement plansits vacation policy and/or paid time off policy for use in 2008 under the terms of such policy and, to the extent such accrued but unused vacation is not used by a Continuing Employee is 2008, Buyer shall allow, or cause an Affiliate to allow, such Continuing Employee to carry over into 2009 any remaining accrued but unused vacation in accordance with its vacation policy and pay such Continuing Employee the value of any such remaining accrued but unused vacation that is not carried over. (h) In the event that Buyer is unable to provide for immediate participation by the Continuing Employees in a group health plan as of the Closing, the Buyer agrees to reimburse or cause an Affiliate to reimburse to each Continuing Employee who elects COBRA continuation coverage under an Administaff Plan that is a group health plan an amount equal to the excess of the COBRA premium over the premium that such Continuing Employee was required to paid immediately prior to the Closing for such coverage under the Administaff Plan that is a group health Plan. Such reimbursement shall be made within ten (10) Business Days after the payment by such Continuing Employee of each COBRA premium payment. (i) Prior to the Closing, the Company will correct, where possible and permissible, any items described in Schedule 4.15(c). (j) Prior to the Closing, the letter agreements related to rights to acquire equity interests in the Company and retention bonuses described in that certain letter from Seller to Buyer dated as of the date of this Agreement shall be terminated and settled by the Company without any future liability to the Company, Buyer or any Affiliate of Buyer.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15Schedule 6.7(a) Business Days after the date hereof, Noble shall deliver to Purchaser sets forth a list of certain employees of Noble Seller or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Available Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior who have provided services relating to the Closing Date, Noble Projects and that Seller and such Affiliates shall will make the Business Employees available to Purchaser at reasonable times Buyer to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment Buyer (which discussions the Parties agree shall be effective not violate Section 6.7(c)). The list of Available Employees set forth on Schedule 6.7(a) identifies which Available Employees are covered by a collective bargaining agreement or other agreement with any labor representative of the Available Employees (the “Union Employees”). Within five Business Days following the execution of this Agreement, Seller has provided to Buyer (i) certain aggregated employee information (with ranges and averages) relating to employee compensation and benefits of the Available Employees and (ii) specific information relating to each Available Employee (including salary) and as of a specified date regarding such employee’s name (to the extent permitted by any applicable Contract and contingent on the occurrence Laws), job title and work location. As soon as administratively practicable after Buyer provides Seller with a list of the Closing) Available Employees who have accepted an employment offer from Buyer in accordance with Section 6.7(b), Seller shall provide to Buyer, with respect to each Business Available Employee at a base salary or hourly rate on such list and employee benefits that are substantially similar subject to the consent of any such employee that Seller determines is required by Law, information as of a specified date regarding such employee’s current base salary or hourly rate wages, hire date, vacation and sick leave accrual rates and severance benefits. (b) Within forty-five (45) days after the execution of Purchaser or its Affiliate’s similarly situated employees andthis Agreement, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer Buyer shall make offers of employment to a Business Employee each of the Available Employees that Buyer desires to employ after Closing and such offer shall be include terms and provisions determined by Buyer that are consistent with the provisions of this Section 11.12(a). On 6.7; provided, however, that (i) the base salary/wage rate that Buyer extends to an Available Employee for the initial 12 consecutive month period of employment with Buyer or before an Affiliate of Buyer shall not be less than the date Available Employee’s base salary/wage rate that is five (5) Business Days was in effect for the Available Employee immediately prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of Date for employment with Purchaser Seller or its Affiliatean Affiliate of Seller and (ii) each offer that Buyer extends to a Union Employee shall permit such Union Employee to maintain his or her work location (as of the Closing Date) for the 12 month period after the Closing Date. Within forty-five (45) days after the execution of this Agreement, and which Business Buyer shall provide Seller with a list of the Available Employees have rejected such to whom it has made offers of employment. Within sixty (60) days after the execution of this Agreement, Buyer shall notify Seller as to each Available Employee who has accepted employment with Buyer or any of its Affiliates (each, a “Continued Employee”), which acceptance may be conditioned upon the occurrence of the Closing and other typical hiring policies, and each Available Employee who has rejected Buyer’s offer of employment. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to all claims and liabilities directly relating to or arising out of Buyer’s employee selection and employment offer process described in this Section 6.7(b) (including any claim of discrimination or other illegality in such selection and offer process). The employment with Purchaser Buyer or an Affiliate of Purchaser Buyer of each Business Available Employee who accepts such employment shall be effective as of the Closing Date; provided, however, that on such date such Available Employee is actively at work or is on a previously scheduled and approved (by Seller or an Affiliate of Seller) paid time-off or other paid leave of absence (other than a military leave of absence or a leave pursuant to which the individual is eligible to receive long-term disability benefits under a Seller Plan). Notwithstanding the foregoing, with respect to each Available Employee who fails to become a Continued Employee as of the Closing Date because he or she did not satisfy the requirements of the preceding sentence as of the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer to, at the time such Available Employee is ready and available to return to active employment status, provide such Available Employee with employment in a position comparable to that which the individual had prior to the commencement of his or her absence from active employment. Each Available Employee who becomes employed by Buyer or an Affiliate of Buyer pursuant to the preceding sentence shall be considered a Continued Employee for purposes of this Agreement, except that transitional matters addressed in this Section 6.7 shall apply with respect to such employee as of the date of his or her commencement of employment with Buyer or an Affiliate of Buyer (rather than as of the Closing Date). Nothing in the foregoing shall affect the right of Seller, or any Affiliate of Seller, to terminate the employment of an Available Employee for any reason or at any time. (bc) To Buyer agrees, if the extent Closing has not occurred, until the date that any obligations or liabilities under is two years from and after the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the date of termination of this Agreement pursuant to Section 9.1, not to employ, and to cause its Affiliates not to employ, any Available Employees without Seller’s prior written consent. Buyer agrees that neither it nor any of its Affiliates will, directly or indirectly, in any manner whatsoever, solicit for hire or employment of employees arise as a consequence any officer or employee of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and Seller or any of its Affiliates which Buyer or its Affiliates learned of in connection with the acquisition contemplated hereby for a period of two years after the date of this Agreement; provided, however, that this sentence shall be responsible for not apply to any WARN Obligations arising solicitation (or any hiring as a result of any employment losses solicitation) that consists of Business Employees occurring on advertising in a newspaper or prior to periodical of general circulation or through the Internet. (d) Effective as of the Closing Date, the Continued Employees shall cease to participate in all “employee benefit plans” within the meaning of Section 3(3) of ERISA of Seller or its Affiliates providing benefits to any Continued Employees (the “Seller Plans”). Buyer shall not assume any of the Seller Plans. (e) From and Purchaser after the Closing Date and subject to the provisions set forth in the proviso to the first sentence of Section 6.7(b), Buyer shall cause each Continued Employee to be provided with compensation and benefits on a basis substantially similar to those provided to similarly situated employees of Buyer and its Affiliates; provided, however, that if the employment of any Continued Employee is terminated by Buyer or an Affiliate of Buyer for a reason other than cause within one year after the commencement of such employment, then Buyer shall provide such Continued Employee with severance benefits equal to the greater of (i) the severance benefits described in the Severance Plan that would have been provided to such employee if his or her employment had been terminated under circumstances entitling such employee to benefits under the Severance Plan or (ii) the severance benefits described in the severance plan that Buyer and its Affiliates shall be responsible for any WARN Obligations arising as a result of any make available to their similarly situated employees and that would have been provided to such employee if his or her employment losses of Business Employees occurring after the Closing Datehad been terminated under circumstances entitling such employee to benefits under such severance plan. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser Buyer shall cause each Business Continued Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s his or her eligible dependents (including all such Continuing Continued Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble Seller or its Affiliatesan Affiliate of Seller) to be eligible to be covered under a group health, prescription drug, dental and similar type welfare benefit plans health plan maintained by Purchaser Buyer or an Affiliate of Purchaser for the benefit of its similarly situated employees Buyer that (i1) provide provides major medical and dental benefits coverages to the Continuing Continued Employee and such eligible dependents effective immediately upon the Closing Date and (ii2) credit credits such Continuing Continued Employee, for the calendar year during which such coverage under such plans begingroup health plan begins, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits a group health plan maintained by Noble Seller or an Affiliate of Seller; provided, however, that for purposes of applying this clause (3) with respect to any Continued Employee, the Continued Employee shall be responsible for providing the necessary information to Buyer based on explanation of benefit forms received by the Continued Employee from the group health plan maintained by Seller or an Affiliate of Seller. From and after the Closing Date, Buyer shall (and shall cause the Project Companies and their respective Affiliates, as the case may be to) recognize each Continued Employee’s years of company service prior to the Closing Date with Seller and its AffiliatesAffiliates and any other Person that was acquired by Seller or an Affiliate of Seller (whether through purchase, merger or other combination) for purposes of terms of employment, compensation and eligibility, vesting or other benefit/coverage eligibility (including eligibility for retiree benefits/coverages), benefit accrual and benefit determination under all employee benefit and compensation plans and programs maintained after the Closing by Buyer, the Project Companies, and their respective Affiliates in which such Continued Employee is permitted to participate (other than for benefit accrual purposes under any defined benefit pension plan), including paid vacation, paid sick time and severance benefits. Purchaser Buyer shall cause each group health employee welfare benefit plan or program sponsored by Purchaser Buyer or one an Affiliate of its Affiliates Buyer that a Continuing Employee the Continued Employees may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions exclusion or restriction with respect to participation and coverage requirements applicable to such Continuing Continued Employees. From and after the Closing Date, Buyer shall (and shall cause the Project Companies and their respective Affiliates, as the case may be to) recognize and give each Continued Employee credit for his or her accumulated sick leave balance as of the Closing Date under the sick leave program maintained by Seller and his eligible dependentsits Affiliates. (df) Purchaser Claims of Continued Employees and their eligible beneficiaries and dependents for medical, dental, prescription drug, life insurance or other welfare benefits (“Welfare Benefits”) (other than disability benefits) that are incurred before the Closing Date shall cause be the employee benefit plans sole responsibility of Seller and programs maintained the Seller Plans. Claims of Continued Employees and their eligible beneficiaries and dependents for Welfare Benefits (other than disability benefits) that are incurred from and after the Closing by Purchaser Date shall be the sole responsibility of Buyer and its Affiliates. For purposes of this paragraph, a medical/dental claim shall be considered incurred on the date when the medical/dental services are rendered or medical/dental supplies are provided, and not when the condition arose or when the course of treatment began. Claims of individuals receiving long-term disability benefits under a Seller Plan as of the Closing Date shall be the sole responsibility of Seller and the Seller Plans. Except as provided in the preceding sentence, claims of Continued Employees and their eligible beneficiaries and dependents for short-term or long-term disability benefits from and after the Closing Date shall be the sole responsibility of Buyer and its Affiliates (without regard to whether the circumstances giving rise to such claim occurred before, on or after the Closing Date). (g) All claims for health care and dependent care flexible spending account benefits submitted after the benefit of its similarly situated employees to recognize and give credit Closing Date for each Continuing Employee’s years of service and level of seniority expenses incurred prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble Continued Employees shall be paid by Seller’s or its Affiliates) for purposes of ’ health care and dependent care flexible spending account plan to the extent permitted in accordance with the terms of employment such plan. (h) Claims for workers’ compensation benefits arising out of occurrences prior to the Closing Date shall be the responsibility of Seller. Claims for workers’ compensation benefits for Continued Employees arising out of occurrences on or after the Closing Date shall be the responsibility of Buyer. (i) Notwithstanding anything to the contrary in Section 6.7, Buyer shall have the right to use a third party or an Affiliate of Buyer operator to hire Available Employees and eligibilityto perform certain actions on behalf of Buyer under Section 6.7, vesting, benefit accrual (other than benefit accrual provided that in no event will such use of or performance by a third party operator release Buyer from any of its obligations under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plansSection 6.7.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser 4.2.1. Schedule 4.2.1 contains a list of certain employees who are actively employed by the Company or the Subsidiary (including individuals on vacation, short-term disability or similar leave but excluding those persons on long-term disability leave) on the date hereof who the parties agree and acknowledge will be treated as employees of Noble the Company or its Affiliates who provide services primarily the Subsidiary for purposes of this Agreement, which such Schedule 4.2.1 shall be amended as of the Closing Date to add or delete any employees that were hired or terminated after the Effective Date in connection accordance with Section 3.2(p) hereof. All employees listed on Schedule 4.2.1 as of the Assets Closing Date shall be referred to herein as “Company’s Employees.” For the sixty (such employees being collectively 60) day period following the Closing Date (the “Business EmployeesEvaluation Period”), Purchaser shall evaluate Company’s Employees and determine which of Company’s Employees, if any, will be terminated at the end of the Evaluation Period; provided, however, that Purchaser shall not terminate more than forty percent (40%) of Company’s Employees during or at the end of the Evaluation Period. At Each of Company’s Employees who is not terminated as of the request end of Purchaserthe Evaluation Period shall hereinafter be referred to as a “Transferred Employee.” Each of Company’s Employees who is terminated as of the end of the Evaluation Period shall be referred to as a “Terminated Employee.” Seller shall retain and satisfy, from or reimburse the Subsidiary as applicable for, any and after all responsibility, and Purchaser shall have no liability or responsibility whatsoever, for any and all claims, liabilities and obligations, whether contingent or otherwise, relating to (i) any former or retired employee of the date Company or the Subsidiary whose employment terminated prior to the Effective Date and who is not a Transferred Employee, including, without limitation, any unpaid salary, wages, bonuses or other compensation or severance pay or benefits, (ii) severance payments in an amount equal to three (3) months’ base pay due to any of Company’s Employees whose employment was terminated by Purchaser receives during the Evaluation Period, in addition to any payments to such list from Noble until five Company’s Employee pursuant to any of the employment, retention or similar agreements set forth on Schedule 5.12.1.5, (5iii) Business Days any Transferred Employee arising out of or relating to any period, or otherwise incurred, prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser including, without limitation, any unpaid salary, wages, bonuses or an Affiliate of Purchaser. Purchaser other compensation or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence severance pay, benefits or group health care coverage required by Section 4980B of the ClosingCode or Section 601 of ERISA, except for those benefits referenced in Section 4.2.5, and (iv) to each Business the Seller Plans (such claims, liabilities and obligations, collectively the “Retained Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(aLiabilities”). On Any severance payment or before the date that is five (5) Business Days prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing Date. (b) To the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated retention payment made by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment Seller pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser shall cause each Business Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and subsection (ii) credit such Continuing Employeeabove shall be conditioned upon the Terminated Employee executing a general release of claims against Seller, for the calendar year during which such coverage under such plans beginCompany, with any deductibles the Subsidiary and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependentsPurchaser. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.

Employee and Benefit Matters. (a) Prior to 32.1 Listed on Exhibit 32.1 are the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list names of certain employees of Noble or its Affiliates Seller who provide services primarily in connection with the Assets (such employees being collectively the “Business Asset Employees”). At the request of Purchaserthe Buyer, from and after the date Purchaser receives such list from Noble until five three (53) Business Days business days prior to the Closing Date, Noble and such Affiliates Seller shall make the Business Asset Employees available to Purchaser Buyer at reasonable times to discuss potential employment with Purchaser Buyer or an Affiliate of PurchaserBuyer. Purchaser Buyer or an Affiliate of Buyer may offer employment to (which shall be effective as of and contingent on the occurrence of the Closing) to each Business Asset Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser Buyer or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employeeAsset Employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business an Asset Employee shall be consistent with the provisions of this Section 11.12(a)32.1. On or before the date that is five three (53) Business Days prior to the Closing DateClosing, Purchaser Buyer shall notify Noble Seller which Business Asset Employees have accepted offers of employment with Purchaser Buyer or its Affiliate, Affiliate and which Business Asset Employees have rejected such offers of employment. The employment with Purchaser Buyer or an its Affiliate of Purchaser of each Business Asset Employee who accepts such employment shall be effective as of the Closing Date. 32.2 Seller shall be responsible for all liabilities with respect to Seller’s or its Affiliate’s current or former employees attributable to the period ending prior to the Closing, including (a) any liabilities that arise as a result of the transactions contemplated hereby (including the termination of employment of any Seller employee), (b) To the extent that any obligations or under any Seller employee benefit plans prior to the Closing; (c) liabilities arising under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement; and (d) any compensation owed or payable to Seller’s or its Affiliate’s current or former employees, prior to the Closing. (c) Purchaser 32.3 Buyer shall cause each Business Asset Employee who accepts an offer of employment made pursuant to Section 11.12(a) 32.1 (a “Continuing Buyer Asset Employee”) and who actually commences work with Buyer or Buyer’s Affiliate and such Continuing Buyer Asset Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser Buyer or an Affiliate of Purchaser its Affiliates for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Buyer Asset Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its AffiliatesDate. Purchaser Buyer shall cause each group health plan sponsored by Purchaser Buyer or one of its Affiliates that a Continuing Buyer Asset Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Buyer Asset Employee and his eligible dependents, except as subject to Buyer and Buyer’s Affiliate’s insurance carrier’s requirements and limitations for similarly situated employees of Buyer or Buyer’s Affiliate, relating to waiting periods, physical examinations or pre-existing conditions, with respect to any of such Buyer Asset Employee or any of their eligible dependents. (d) Purchaser 32.4 Buyer shall cause the employee benefit plans and programs maintained after the Closing by Purchaser Buyer and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Buyer Asset Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates Seller (including service and seniority with any other employer that was recognized by Noble or its AffiliatesSeller)) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans. Notwithstanding anything to the contrary, in addition to Buyer or Buyer’s Affiliate’s normal eligibility requirements for retiree medical coverage, eligibility of a Buyer Asset Employee for such coverage shall require at least five (5) years of actual service with Buyer or Buyer’s Affiliate from and after the day the Buyer Asset Employee is employed by Buyer or Buyer’s Affiliate.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15Schedule 6.7(a) Business Days after the date hereof, Noble shall deliver to Purchaser sets forth a list of certain employees of Noble Seller or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Plant Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior who are providing or have provided services relating to the Closing Date, Noble Projects and that Seller and such Affiliates shall will make the Business Employees available to Purchaser at reasonable times Buyer to discuss potential employment with Purchaser Affiliates of Buyer or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment other Persons engaged by Buyer to operate any Project (“Buyer Service Companies”) (which discussions the Parties agree shall be effective as not violate Section 6.7(c)). Prior to the execution of this Agreement, Seller has provided to Buyer (i) certain employee information relating to employee compensation and contingent on the occurrence benefits of the Closing) to Plant Employees (including each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to the Plant Employee’s current base salary or hourly rate wage), and (ii) specific information relating to each Plant Employee and as of Purchaser or its Affiliatea specified date regarding such employee’s similarly situated employees andname, unless otherwise agreed job title and work location. As soon as administratively practicable after Buyer provides Seller with a list of the Plant Employees who have accepted an employment offer from Buyer Service Companies in accordance with Section 6.7(b), Seller shall provide to Buyer, with respect to each Plant Employee on such list and subject to the consent of any such employee that Seller determines is required by Law, information as of a specified date regarding such employee’s hire date, vacation and sick leave accrual rates and severance benefits. (b) Within 30 days after the employeeexecution of this Agreement, Buyer shall cause Buyer Service Companies to provide the same or substantially similar services and at the same location or locations of employment. Each offer make offers of employment to a Business Employee each Plant Employee, and such offer shall be include terms and provisions determined by Buyer that are consistent with the provisions of this Section 11.12(a). On or before 6.7; provided, however, that the date base salary/wage rate that is five (5) Business Days Buyer extends to an Plant Employee for the initial 18 consecutive month period of employment with Buyer Service Companies shall not be less than the Plant Employee’s base salary/wage rate that was in effect for the Plant Employee immediately prior to the Closing DateDate for employment with Seller or an Affiliate of Seller. Within 45 days after the execution of this Agreement, Purchaser Buyer shall notify Noble which Business Employees have Seller as to each Plant Employee who has accepted offers of employment with Purchaser Buyer or any of its AffiliateAffiliates (each, a “Continued Employee”), which acceptance may be conditioned upon the occurrence of the Closing, and which Business Employees have each Plant Employee who has rejected such offers Buyer’s offer of employment. Promptly following the Closing, Buyer shall pay to each of the Plant Employees listed on Schedule 6.7(b), whether or not a Continued Employee, an amount equal to such Plant Employee’s lump sum accrued benefit as of the Closing Date in CEG’s Pension Equity Plan, calculated as if the Plant Employee was fully vested as of the Closing Date. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to all claims and liabilities relating to or arising out of Buyer’s employee selection and employment offer process described in this Section 6.7(b) (including any claim of discrimination or other illegality in such selection, offer, and lay-off process, and including any liability or loss that Seller or any Affiliates may incur either pursuant to this Section 6.7 or under the U.S. Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder, or any similar state or other Law). The employment with Purchaser or an Affiliate of Purchaser Buyer Service Companies of each Business Plant Employee who accepts such employment shall be effective as of the Closing Date; provided, however, that on such date such Plant Employee is actively at work or is on a previously scheduled and approved (by Seller or an Affiliate of Seller) paid time-off or other paid or unpaid leave of absence (other than a leave pursuant to which the individual is eligible to receive long-term disability benefits under a Seller Plan). Notwithstanding the foregoing, with respect to each Plant Employee who fails to become a Continued Employee as of the Closing Date because he or she did not satisfy the requirements of the preceding sentence as of the Closing Date (whether due to a previously scheduled or approved paid time-off or other paid or unpaid leave of absence), Buyer shall, or shall cause Buyer Service Companies to, at the time such Plant Employee is ready and available to return to active employment status, provide such Plant Employee with employment in a position comparable to that which the individual had prior to the commencement of his or her absence from active employment. Each Plant Employee who becomes employed by a Buyer Service Company pursuant to the preceding sentence shall be considered a Continued Employee for purposes of this Agreement, except that transitional matters addressed in this Section 6.7 shall apply with respect to such employee as of the date of his or her commencement of employment with a Buyer Service Company (rather than as of the Closing Date). Nothing in the foregoing shall affect the right of Seller, or any Affiliate of Seller, or any Buyer Service Company to terminate the employment of a Plant Employee for any reason or at any time. (bc) To Buyer agrees, if the extent Closing has not occurred, until the date that any obligations or liabilities under is two years from and after the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the date of termination of this Agreement pursuant to Section 9.1, not to employ, and to use commercially reasonable efforts to cause its controlled Affiliates not to employ, any Plant Employees without Seller’s prior written consent. Whether or not the Closing occurs, unless Seller should otherwise consent, Buyer agrees that neither it nor any of its controlled Affiliates will, directly or indirectly, in any manner whatsoever, solicit for hire or employment of employees arise as a consequence any officer or employee of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and Seller or any of its Affiliates which Buyer or its Affiliates learned of in connection with the acquisition contemplated hereby for a period of one year after the date of this Agreement; provided, however, that this sentence shall be responsible for not apply to any WARN Obligations arising solicitation (or any hiring as a result of any employment losses solicitation) that consists of Business Employees occurring on advertising in a newspaper or prior to periodical of general circulation or through the Internet. (d) Effective as of the Closing Date, and Purchaser and the Continued Employees shall cease to participate in all “employee benefit plans” within the meaning of Section 3(3) of ERISA of Seller or its Affiliates providing benefits to any Continued Employees (the “Seller Plans”). Buyer shall be responsible for not assume any WARN Obligations arising as a result of any employment losses of Business Employees occurring the Seller Plans. (e) From and after the Closing DateDate and subject to the provisions set forth in the proviso to the first sentence of Section 6.7(b), Buyer shall cause each Buyer Service Company to provide each Continued Employee with benefits on a basis substantially similar to those provided to similarly situated employees of Buyer and its Affiliates. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser Buyer shall cause each Business Continued Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s his or her eligible dependents (including all such Continuing Continued Employee’s dependents dependents) covered immediately prior to the Closing Date by a group health plan maintained by Noble Seller or its Affiliates) to be eligible an Affiliate of Seller to be covered under a group health, prescription drug, dental and similar type welfare benefit plans health plan maintained by Purchaser Buyer or an Affiliate of Purchaser for the benefit of its similarly situated employees Buyer that (i1) provide provides major medical and dental benefits coverages to the Continuing Continued Employee and such eligible dependents effective immediately upon the Closing Date and (ii2) credit credits such Continuing Continued Employee, for the calendar year during which such coverage under such plans begingroup health plan begins, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits a group health plan maintained by Noble Seller or an Affiliate of Seller; provided, however, that for purposes of applying this clause (2) with respect to any Continued Employee, the Continued Employee shall be responsible for providing the necessary information to Buyer based on explanation of benefit forms received by the Continued Employee from the group health plan maintained by Seller or an Affiliate of Seller. From and after the Closing Date, Buyer shall cause a Buyer Service Company to recognize each Continued Employee’s years of company service prior to the Closing Date with Seller and its AffiliatesAffiliates and any other Person that was acquired by Seller or an Affiliate of Seller (whether through purchase, merger or other combination) for purposes of terms of employment, compensation and eligibility, vesting or other benefit/coverage eligibility (including eligibility for retiree benefits/coverages), benefit accrual and benefit determination under all employee benefit and compensation plans and programs maintained after the Closing by a Buyer Service Company in which such Continued Employee is permitted to participate, including paid vacation, paid sick time and severance benefits. Purchaser Buyer shall cause each group health employee welfare benefit plan or program sponsored by Purchaser Buyer or one of its Affiliates a Buyer Service Company that a Continuing Employee the Continued Employees may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions exclusion or restriction with respect to participation and coverage requirements applicable to such Continuing Continued Employees. From and after the Closing Date, Buyer shall cause a Buyer Service Company to recognize and give each Continued Employee credit for his or her accumulated sick leave balance as of the Closing Date under the sick leave program maintained by Seller and his eligible dependentsits Affiliates. For purposes of this Section 6.7, the phrase “from and after the Closing Date” means the period commencing with the Closing Date and ending 18 months thereafter. (df) Purchaser shall If the employment of any Continued Employee is terminated by Buyer or an Affiliate of Buyer for a reason other than cause the employee benefit plans and programs maintained after within 18 months following the Closing by Purchaser and its Affiliates for Date, then Buyer shall provide such Continued Employee with severance benefits equal to the benefit greater of (i) the severance benefits described in the severance plan that a Buyer Service Company makes available to its similarly situated employees and that would have been provided to recognize such employee if his or her employment had been terminated under circumstances entitling such employee to benefits under such severance plan, or (ii) the following severance benefits: (A) a lump sum payment in cash equal to the base salary or other regular hourly compensation that the Continued Employee would have collected had he or she remained employed from the date of terminating employment through the date 18 months after the Closing Date, plus (B) a lump sum payment in cash equal to a Buyer Service Company’s portion of the premium for medical and give credit dental coverage charged with respect to active employees under the medical and dental plan such Continued Employee is actually enrolled in at the time of his or her termination of employment, if any, for each Continuing Employee’s the period beginning when employment terminates and ending on the date 18 months after the Closing Date, plus (C) in the case of a Continued Employee who is so terminated more than 15 months following the Closing Date, a lump sum in cash equal to (1) the equivalent of two weeks’ base salary or other regular hourly compensation of such Continued Employee as of such date of termination multiplied by (2) the number of years of service of such Continued Employee with Seller and level its Affiliates and any other Person that was acquired by Seller or an Affiliate of seniority Seller (whether through purchase, merger or other combination). Buyer shall also offer continuation coverage to Continued Employees under the Consolidated Omnibus Budget Reconciliation Act of 1985. Any Continued Employee whose employment terminates within 18 months following the Closing Date due to such Continued Employee’s rejection of Buyer’s offer of a position which would require the Continued Employee to relocate to a facility which is more than fifty (50) miles from the facility at which he or she is working on the day immediately prior to the Closing Date with Noble shall be entitled to severance benefits as provided in this Section 6.7(f). All obligations under this Section 6.7(f) shall terminate on the date 18 months after the Closing Date. (g) Claims of Continued Employees and their eligible beneficiaries and dependents for medical, dental, prescription drug, life insurance or other welfare benefits (“Welfare Benefits”) (other than disability benefits) that are incurred before the Closing Date shall be the sole responsibility of Seller and the Seller Plans. Claims of Continued Employees and their eligible beneficiaries and dependents for Welfare Benefits (other than disability benefits) that are incurred from and after the Closing Date shall be the sole responsibility of Buyer and its Affiliates. For purposes of this paragraph, a medical/dental claim shall be considered incurred on the date when the medical/dental services are rendered or medical/dental supplies are provided, and not when the condition arose or when the course of treatment began. Claims of individuals receiving long-term disability benefits under a Seller Plan as of the Closing Date shall be the sole responsibility of Seller and the Seller Plans. Except as provided in the preceding sentence, claims of Continued Employees and their eligible beneficiaries and dependents for short-term or long-term disability benefits from and after the Closing Date shall be the sole responsibility of Buyer and its Affiliates (including service without regard to whether the circumstances giving rise to such claim occurred before, on or after the Closing Date). (h) All claims for health care and seniority with any other employer that was recognized dependent care flexible spending account benefits submitted after the Closing Date for expenses incurred prior to the Closing Date by Noble Continued Employees shall be paid by Seller’s or its Affiliates) for purposes of ’ health care and dependent care flexible spending account plan to the extent permitted in accordance with the terms of employment and eligibility, vesting, benefit accrual such plan. (other than benefit accrual under a defined benefit pension plani) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance Claims for workers’ compensation benefits and employer contribution rates under retirement plansarising out of occurrences prior to the Closing Date shall be the responsibility of Seller. Claims for workers’ compensation benefits for Continued Employees arising out of occurrences on or after the Closing Date shall be the responsibility of Buyer.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days From and after the date hereof, Noble Buyer shall deliver have the right to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”). At the request of Purchaser, from interview and after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence evaluate each of the Closing) to each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to Employees of the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent Companies for retention with the provisions of this Section 11.12(a)Buyer. On or before the date that is five ten (510) Business Days prior after the date of this Agreement, Buyer shall notify the Sellers in writing of the identities of any Employees that will not be retained by Buyer after the Closing Date (“Non-Retained Employees”). On or before the Closing Date the Sellers shall terminate the employment of all such Non-Retained Employees or transfer the employment of all such Non-Retained Employees to an entity whose Interests are not being acquired by Buyer. Any severance payment or other compensation due to any Non-Retained Employee as a result of such termination or transfer of employment shall be the responsibility and liability of the Sellers and included as a current payable in the Net Working Capital adjustment. Any obligation or liability with respect to the Employees, or relating to employment or terms and conditions of employment, arising on or before the Closing Date, Purchaser and with respect to the Non-Retained Employees, arising on or after the Closing Date, shall notify Noble which Business be the sole responsibility of the Sellers, and the Sellers shall indemnify and hold harmless Buyer and its respective Affiliates with respect to any such liability or losses. Any severance payment, other compensation, or Loss resulting from the termination upon or after the Closing Date of the employment of any Employee not designated by Buyer as a Non-Retained Employee in accordance with the requirements of this Section 6.5(a) (each such Employee a “Retained Employee”) shall be the responsibility and liability of Buyer. Except as otherwise provided in this Section 6.5(a), the Sellers shall indemnify and hold harmless Buyer and its respective Affiliates with respect to all Losses relating to or arising out of Buyer’s designation of Non-Retained Employees have accepted offers and the employment, terms and conditions of employment, termination, or transfer of the employment of Non-Retained Employees (including any claim of discrimination or other illegality in such designation, termination, or transfer). Except as expressly provided herein, Buyer shall be solely responsible for all employee benefits, compensation and all other liabilities with respect to the Retained Employees with respect to such Retained Employees’ service from and after the Closing Date. On or before the first anniversary of the Closing Date, if Buyer terminates the employment of any Retained Employee, other than for retirement, voluntary resignation by the Retained Employee, death, Inability to Work, or Cause, or if any Retained Employee terminates employment with Purchaser Buyer for Good Reason, such Retained Employee shall be entitled to receive upon termination a severance payment (the “Severance Payment”)from Buyer in a lump sum amount equal to the Retained Employee’s salary in effect on the Closing Date for six (6) months; provided, however, that the payment of such Severance Payment shall be delayed for a period of six (6) months and two (2) days after the Employee’s separation from service if such Retained Employee is a “specified employee” as defined in, and such delay is required by, Section 409A of the Code and guidance issued thereunder. Nothing in this Agreement obligates the Buyer or its AffiliateAffiliates to retain the employment of any Retained Employee for any specified period of time after the Closing Date or limits the right of Buyer or its Affiliates to terminate the employment of any Retained Employee at any time, with or without advance notice, and for any reason; provided, however, that Buyer shall provide the Retained Employees with salary and benefits which Business are in the aggregate equal to the salary and benefits provided to such Retained Employees have rejected by the applicable Company and Buyer shall provide the Retained Employees with service credit for eligibility and vesting purposes (but not for purposes of benefit accruals) under the employee benefit plans, programs and policies of Buyer on the same basis as previously provided such offers Retained Employees for service with the Companies and any predecessors under the Employee Benefit Plans. (b) The Companies shall cease making contributions to the simple individual retirement accounts of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment the Retained Employees after the Closing Date, and the simple individual retirement accounts for the Non-Retained Employees shall be effective assumed by Laser Midstream II or one of its Affiliates as of the Closing Date. (b) To the extent that any obligations . The Companies will have no liability under or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above in connection with such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreementindividual simple retirement accounts. (c) Purchaser shall cause each Business Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior Prior to the Closing Date by a group health plan Closing, Laser Midstream II will assume the Equity Participation Plan maintained by Noble Laser Midstream. The Companies will have no liability under or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and in connection with such eligible dependents effective immediately upon the Closing Date and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependentsEquity Participation Plan. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.

Employee and Benefit Matters. (a) Prior On or before the Closing, Channelview LP shall take, or shall cause to be taken, all actions necessary to cause the Continuing Employees to cease to accrue any additional benefits on or after the Closing Date under all Seller Affiliate Plans (except as set forth in the Transition Services Agreement to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”extent applicable). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior Prior to the Closing Date, Noble Sellers shall provide Buyer or its designee with census information for the Continuing Employees and such Affiliates all Seller Affiliate Plan documents as necessary for Buyer to construct and implement the benefit plans required by this Section 7.9. (b) Within 45 days after the Execution Date, but effective as of the Closing Date, Buyer or its designee shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective contingent on the occurrence of the Closing to each individual who is (i) eligible for employment under applicable law, (ii) actively at work on the Closing Date, and (iii) listed as “actively at work” on Schedule 7.9(b)). Sellers shall not, and shall cause their affiliates to not, discourage such employees from accepting, or otherwise interfere with, the offers made by Buyer or its designee, although such employees may, on their own initiative, post for and be considered for open position with Sellers’ Affiliates. For purposes of this Section 7.9, an employee is not “actively at work” if the employee applied for long-term disability benefits or is receiving long-term disability benefits under any long-term disability plan or program established or maintained by Sellers, Sellers’ Affiliates or any Commonly Controlled Entity as of the Closing Date. All employees described in the preceding sentence shall be listed as “not actively at work” on Schedule 7.9(b). The list of employees identified as “not actively at work” on Schedule 7.9(b) shall be updated as of the Closing Date. Each offer of employment shall be consistent with the provisions of this Section 7.9 and shall remain open for a period of at least 10 days. For a period of at least one year beginning on the Closing Date and subject to the Collective Bargaining Contract (for covered Continuing Employees) and the remaining paragraphs of this Section 7.9 and such individual’s continued employment with Buyer or its designee, Buyer or its designee shall cause each such Continuing Employee to be provided with compensation (including annual incentive compensation) on a substantially equivalent basis to the compensation provided to such employee by the Operator immediately prior to the Closing and benefits (including severance benefits and worker’s compensation benefits) on a basis substantially similar in the aggregate to those provided to such employee by the Operator immediately prior to the Closing (but excluding participation in a defined benefit plan, any right to employer contributions to a defined contribution plan, participation in an employee stock purchase plan, and participation in any stock-based compensation program, in each case, to the extent not offered to employees of Buyer or its designee). Notwithstanding the foregoing sentence, Buyer shall not be required to provide post-retirement medical benefits to any Continuing Employee except for (i) amounts required to be contributed on an annual basis under the Collective Bargaining Contract to accounts of eligible Continuing Employees established by Buyer or its designee to replicate amounts referred to as “Basic Credits”, “Additional Credits” and “Interest” under the Reliant Energy FutureCare program as of the date hereof (“FutureCare Program”), (ii) providing access to accounts under the FutureCare Program for eligible Continuing Employees as required under the Collective Bargaining Contract, and (iii) as required under part 6 of subtitle B of title I of ERISA. After Closing, subject to the Collective Bargaining Contract (for covered Continuing Employees), the employment policies and practices of Buyer or its designee shall apply to the Continuing Employees. Individuals listed on Schedule 7.9(b) who are not actively at work on the Closing Date will not become employees of Buyer or its designee until such time as they are medically certified to return to work, provided such release is within 6 months of the Closing Date. Offers of employment by Buyer or its designee to these employees will be made consistent with the conditions outlined in this Section 7.9. (c) Buyer acknowledges and agrees that (i) certain employees employed at the Channelview Facility are represented by the International Brotherhood of Electrical Workers and its Local Union No. 66 (the “Union”) pursuant to the terms of the Collective Bargaining Contract, (ii) Buyer, or its designee, as applicable, will continue to recognize the Union as the exclusive bargaining representative of the employees whose employment is covered by the Collective Bargaining Contract, (iii) the Collective Bargaining Contract will continue to be effective until it expires by its own terms or is renegotiated, and (iv) Buyer or its designee will assume and be bound by the terms, conditions and provisions of the Collective Bargaining Contract. Buyer further acknowledges that, subject to the terms of the Collective Bargaining Contract and applicable Law, Buyer or its designee shall offer employment (which shall be contingent on the occurrence of the Closing) to each Business Employee at a base salary the employees covered by the Collective Bargaining Contract. The employment policies and practices of Buyer or hourly rate and employee benefits that are substantially similar its designee shall apply to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed Continuing Employees covered by the employee, Collective Bargaining Contract to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be extent consistent with the provisions Collective Bargaining Contract. Nothing herein is intended to restrict or prohibit the ability of this Section 11.12(a). On Buyer or before its designee to negotiate modifications of the date that is five Collective Bargaining Contract with the Union. (5d) Business Days Buyer shall cause the employee benefit plans and programs maintained after the Closing by Buyer or its designee to recognize each Continuing Employee’s years of service and level of seniority prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers Date with the Operator (including service and seniority with any other employer that was previously recognized by the Operator) for purposes of terms of employment with Purchaser and eligibility, vesting and benefit determination (but not for benefit accrual under any defined benefit plan) under such plans and programs. Buyer shall cause each employee welfare benefit plan or program sponsored by Buyer or its Affiliate, and designee in which Business Employees have rejected such offers of employment. The employment with Purchaser a Continuing Employee may be eligible to participate on or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of after the Closing DateDate to waive any preexisting condition exclusion with respect to participation and coverage requirements applicable to such Continuing Employee, to the extent that a Continuing Employee provides Buyer with a certificate of creditable coverage as defined in Section 701(c)(1) of ERISA. (be) To the extent that any obligations consistent with the Collective Bargaining Contract, as applicable, Buyer shall cause, or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser applicable shall cause its designee to cause, each Business Continuing Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s his or her eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a Seller Affiliate Plan that is a group health plan) to be offered coverage under a group health plan maintained by Noble Buyer or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees designee that (i) provide provides medical and dental benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and (ii) credit credits such Continuing Employee, for the calendar year during which such coverage under such plans begingroup health plan begins, with any deductibles and co-payments already incurred during such calendar year under plans a Seller Affiliate Plan that is a group health plan. (f) Buyer expressly agrees that it assumes all obligations to provide similar benefits maintained any required notice under the WARN Act, or other applicable Laws, and to pay all severance payments, damages for wrongful dismissal and related costs, with respect to the termination of any employee of the Operator employed at the Channelview Facility that occurs on or after the Closing Date. Sellers, as applicable, shall remain liable for any such liabilities that may arise as a result of any action taken by Noble or its Affiliates. Purchaser Seller prior to the Closing Date. (g) Sellers (as applicable) shall cause each group health Continuing Employee to be permitted to elect on the Closing Date (or as soon thereafter as reasonably practicable) a direct rollover of his/her account balance under a Seller Affiliate Savings Plan to a defined contribution plan sponsored designated by Purchaser or one Buyer (the “Buyer Savings Plan”), and Sellers shall cause the applicable Seller Affiliate Savings Plan to deliver to the Buyer Savings Plan as soon as reasonably practicable after such date the promissory notes and other loan documentation, if any, of its Affiliates each Continuing Employee who has elected such a direct rollover in accordance with the procedures as determined by Sellers and Buyer. Buyer and Sellers shall cooperate and take such actions, if any, as are necessary to permit the continuation of loan repayments by Continuing Employees to the Seller Affiliate Savings Plans by payroll deductions during the 90-day period beginning on the Closing Date; provided, however, that if a Continuing Employee may makes a direct rollover election as described in this Section 7.9(g) within such 90-day period, then the applicable Seller Affiliate Savings Plan shall continue to accept loan repayments from such Continuing Employee by payroll deduction until the date of such direct rollover. Buyer shall cause the Buyer Savings Plan to accept the direct rollover of electing Continuing Employees’ benefits in cash and, if applicable, promissory notes that are not accelerated from the Seller Affiliate Savings Plans. Sellers represent, warrant and agree with respect to the Seller Affiliate Savings Plans, and Buyer represents warrants and agrees with respect to the Buyer Savings Plan, that, as of each date of a rollover described in this Section 7.9(g), such plan (i) is intended to satisfy the requirements of Sections 401(a), (k), and (m) of the Code and (ii) will have received, or a pending application will have been timely filed for, a favorable determination letter from the IRS regarding such qualified status and covering amendments required to have been adopted prior to the expiration of the applicable remedial amendment period. Except as required by Law or as required by the Collective Bargaining Contract, Buyer or its designee shall not be required to provide any particular benefit under the Buyer Savings Plan. Except as required by Law or as required by the Collective Bargaining Contract, Buyer or its designee shall not be required to provide any particular benefit under the Buyer Savings Plan. (h) Claims of Continuing Employees and their eligible to participate in beneficiaries and dependents for medical, dental, prescription drug, life insurance, and/or other welfare benefits (“Welfare Benefits”) (other than long-term disability benefits) that are incurred before the Closing Date shall be the sole responsibility of the Seller Affiliate Plans. Claims of Continuing Employees and their eligible beneficiaries and dependents for Welfare Benefits (other than long-term disability benefits) that are incurred on or after the Closing Date shall be the sole responsibility of Buyer or its designee. Claims for workers compensation and unemployment compensation arising prior to waive Closing shall be the sole responsibility of Sellers and their Affiliates. For purposes of the preceding provisions of this paragraph, a medical/dental claim shall be considered incurred on the date when the medical/dental services are rendered or medical/dental supplies are provided, and not when the condition arose or when the course of treatment began. Claims for long-term disability benefits that are made under a Seller Affiliate Plan prior to the Closing Date, or that relate to any preexisting condition exclusions applicable to of a Continuing Employee existing as of the Closing Date as a result of which such Continuing Employee is not actively at work on the Closing Date, shall be the sole responsibility of the Seller Affiliate Plan. Except as provided in the preceding sentence, claims of Continuing Employees and his their eligible dependents. (d) Purchaser shall cause the employee benefit plans beneficiaries and programs maintained dependents for long-term disability benefits that are incurred from and after the Closing by Purchaser and Date shall be the sole responsibility of Buyer or its Affiliates designee. For purposes of the preceding provisions of this paragraph, claims for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority long-term disability benefits based on an injury or illness occurring prior to the Closing Date with Noble will be deemed to have been incurred prior to the Closing Date. In the case of any claim for benefits other than a medical/dental claim or a long-term disability claim, a claim will be deemed to have been incurred upon the occurrence of the event giving rise to such claim. (i) Except to the extent required by applicable Law, Sellers shall not pay Continuing Employees their accrued and its Affiliates (including service unused vacation, and seniority with any other employer that was recognized by Noble Buyer or its Affiliatesdesignee, as applicable, shall provide, without duplication of benefits, all such Continuing Employees with vacation time rather than cash in lieu of vacation time for all accrued and unused vacation through the Closing Date. (j) If, within the one-year period beginning on the Closing Date, (i) a Continuing Employee voluntarily terminates his or her employment with Buyer or its designee within 30 days after the date upon which he or she is notified that the principal place of his or her employment is changing to a location that is 25 miles or more from the location of such employee’s principal place of employment immediately prior to the Closing Date, or (ii) the employment of a Continuing Employee is terminated by Buyer or its designee for purposes a reason other than cause (as that term is defined in the Severance Plan as of the Closing Date, but based on the terms of the plan as in effect on the Execution Date), then, in any such case, Buyer or its designee, as applicable, shall provide such Continuing Employee with severance benefits at least equal to the severance benefits which such Continuing Employee would have received under the Severance Plan had the employment and eligibility, vesting, benefit accrual (other than benefit accrual of such Continuing Employee been terminated under a defined benefit pension plan) and benefit determination circumstances entitling him or her to benefits under such plans and programs, including paid vacation, paid sick time, plan. Such severance benefits shall be determined based on the terms of the Severance Plan in effect on the Execution Date, but Buyer or its designee shall take into account such Continuing Employee’s aggregate service with Buyer or its designee and employer contribution rates under retirement planshis or her pre-Closing Date service recognized pursuant to Section 7.9(d). Notwithstanding the foregoing, the provisions of this Section 7.9(k) shall not apply to any Continuing Employee who is covered by the Collective Bargaining Contract. (k) No assets or liabilities of any Seller Affiliate Plan shall be transferred to, or assumed by, Buyer or its designee.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser The Buyer or an Affiliate of Purchaser. Purchaser or an Affiliate may the Buyer agrees to offer employment (which shall be effective as of and contingent on the occurrence to hire all of the ClosingBusiness Employees except those Business Employees identified by Buyer in its sole discretion as “Excluded Employees” on Schedule 6.4(a) to each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to (“Excluded Employees”) (the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and“Designated Employees”), unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location base compensation rates paid by Sellers as of the date hereof with such increases thereto between the date hereof and the Closing as may be approved by Buyer (a “Qualifying Offer”). Buyer is not assuming responsibility for any obligations or locations of employment. Each liabilities with respect to Excluded Employees to whom no offer of employment is made including any obligation for severance or any other benefits. Furthermore, if any Designated Employee to a Business whom an offer of employment is made by Buyer declines an offer of employment made by the Buyer, the Buyer shall have no obligations with respect to such Designated Employee including any obligation for severance or any other benefits, and Sellers shall be consistent responsible for any obligations with respect to such Designated Employee for severance, if applicable, and any other benefits in accordance with the Sellers’ severance plans, policies or arrangements. Designated Employees who become employed by the Buyer on or within ninety days after the Effective Time are referred to herein as “Continuing Employees.” Subject to the provisions of this Section 11.12(a6.4, the Buyer agrees to be responsible for all employment-related obligations with respect to Continuing Employees arising from their employment with Buyer from and after the applicable Hire Date. The Hire Date for each such Continuing Employee who actually becomes employed by the Buyer or an Affiliate of the Buyer shall be the Closing Date (effective as of the Effective Time). On or before the date that is five , except with respect to those individuals to whom employment offers were made and (5i) Business Days prior to who are not Actively Employed as of the Closing Date, Purchaser in which case the Hire Date shall notify Noble be the date upon which Business Employees have accepted offers of employment such individual is able to and does commence active duty with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser the Buyer or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing Buyer, or (ii) with respect to whom the Buyer and the Seller have agreed will have a later Hire Date. (b) To On the extent that Effective Time or as soon as administratively feasible thereafter (but in no event later than the time required by any obligations or liabilities under the Worker Adjustment applicable Legal Requirement), Sellers shall pay to each Business Employee all salary and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise bonus amounts earned as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree Effective Time that Noble has been determined for any prior period but has not been paid. The Buyer agrees to credit Continuing Employees with and its Affiliates shall be responsible for any WARN Obligations arising the payment of all accrued but unpaid paid time off and vacation pay earned with Sellers immediately prior to the Effective Time as reflected on a result schedule of any employment losses of Business Employees occurring on Accrued PTO agreed between the Buyer and Seller at or prior to the Closing Date, (the “Accrued PTO”) and Purchaser and its Affiliates the out-of-pocket costs associated therewith shall be responsible the responsibility of the Seller Parties through a reduction of the Purchase Price payable at Closing. The Buyer agrees that the Continuing Employees shall have until December 31, 2009 to use any Accrued PTO, after which time the Buyer shall pay the Continuing Employees for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreementthen unused Accrued PTO. (c) Purchaser shall cause each Business Neither the Sellers nor any of their Affiliates has or will, unless acting in accordance with the Buyer’s prior written consent, (i) solicit, encourage or induce any Designated Employee who accepts to reject an employment offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to from the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser Buyer or an Affiliate of Purchaser for the benefit Buyer or solicit, encourage or induce any such employee to continue in the employment of its similarly situated employees that (i) provide benefits to the Continuing Employee Sellers or any of their Affiliates from and such eligible dependents effective immediately upon after the Closing Date Effective Time and (ii) credit such Continuing Employee, for the calendar year during which such coverage under such plans beginperiod beginning on the Effective Time and ending on the date that is eighteen months after the Effective Time, with solicit, encourage or induce any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble Continuing Employee to become an employee of any Seller or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one any of its Affiliates or employ or hire any Continuing Employee; provided, however, that a generalized searches for employees, not directed towards Continuing Employee may Employees, through the use of advertisements in the media (including the trade media), website job postings, or through the engagement of firms to conduct such generalized searches shall not constitute solicitation, encouragement or inducement for purposes of this Section 6.4(d). (d) Continuing Employees shall be eligible to participate in on any “employee benefit plan” (as defined in Section 3(3) of ERISA), stock purchase, stock option, severance, fringe benefit, bonus, incentive, deferred compensation, and all other employee benefit plans, agreements, programs, policies or after other arrangements (whether or not subject to ERISA) maintained by the Closing Date Buyer (“Buyer Plans”) for its similarly situated employees; provided, that nothing herein shall obligate Buyer to waive establish or maintain any preexisting condition exclusions applicable particular form of employee benefit plan or to such Continuing Employee and his eligible dependentsrequire it to amend any existing benefit plan or policy. (de) Purchaser To the extent permitted under Buyer Plans, the Buyer agrees to (i) credit each Continuing Employee, for purposes of the Buyer’s vacation policies, for years of service with Sellers, their Affiliates and their predecessors, as the case may be, determined immediately prior to the Effective Time; provided, however, that for 2008 such vacation shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees not be less than what they would have been entitled to recognize and give credit for under Sellers Plans.. (f) On or before each Continuing Employee’s years Hire Date, the Sellers shall (i) take any necessary action to fully vest as of service such date the Continuing Employee’s account balances and level other accrued benefits under all employee pension benefit plans (as such term is defined in Section 3(2) of seniority prior ERISA, including but not limited to, employee pension benefit plans, such as foreign plans, that are not subject to the Closing provisions of ERISA) sponsored, maintained or contributed to by the Sellers that are intended to be qualified under Section 401 of the Code, (ii) take such actions, if any, as may be necessary to provide for the distribution to the Continuing Employee of his or her vested account balance under the Diamondback Energy Services LLC 401(k) Plan and the Sooner Trucking 401(k) Plan (the “Seller 401(k) Plans”), (iii) permit the Continuing Employee to elect on his or her Hire Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized or as soon thereafter as reasonably practicable) a direct rollover of his or her account balance under the Seller 401(k) Plans to the extent permitted by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under applicable Legal Requirements to a defined benefit pension plancontribution plan designated by the Buyer (the “Buyer 401(k) Plan”), and benefit determination (iv) cause the Seller 401(k) Plans to deliver to the Buyer 401(k) Plan as soon as reasonably practicable after such date the promissory notes and other loan documentation, if any, of the Continuing Employee if he or she has elected such a direct rollover in accordance with the procedures prescribed by Seller (and, if the Continuing Employee makes such an election in accordance with such procedures, then Seller shall not permit the Continuing Employee’s loan, if any, to be accelerated under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.the Seller 401(k)

Employee and Benefit Matters. (ai) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence of the Closing) to each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing Date. (b) To the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates Buyer shall be responsible for offer employment to all active Employees (including any WARN Obligations arising as a result of any employment losses of Business Employees occurring employee on leave under the Family Medical Leave Act or similar legislation ("FMLA"), after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment if such former employee is ordered reinstated pursuant to Section 11.12(aan award, or order of, an arbitrator (but, at Seller's option, excluding up to three non-represented Employees (the "Excluded Employees")) above such that if all such offers are accepted, the WARN Obligations would not apply with base pay equal to the transactions contemplated by this Agreement. (c) Purchaser shall cause each Business Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered base pay with Seller immediately prior to the Closing Date and total compensation and benefits comparable in the aggregate for all Employees taken as a whole to total compensation and benefits (based solely on the plans and programs identified on Schedule M) provided by Seller on the date hereof (such Employees who accept offers of employment being the "Transferred Employees"); provided, however, that Buyer shall have no obligation to maintain any specific plan, program or arrangement of Seller. Nothing herein shall (i) require Buyer to offer employment to any person on long or short term disability, layoff or leave of absence (other than FMLA), or (ii) restrict or limit Buyer's ability to terminate the employment of any Transferred Employee for any reason at any time; provided, however, Buyer shall offer employment to any Employees on short or long term disability who is able to return to work within one year of the Closing Date, and if any such Employee accepts such offer and returns to work, Buyer and Seller shall treat such Employees as Transferred Employees hereunder. Buyer further agrees that it will provide severance and related benefits to any non-represented Employees who are later terminated by Buyer, other than for cause, from employment with the Refinery or Buyer within twelve months after the Closing Date under a group health plan maintained by Noble which contains the same benefit levels as the BP Oil Company Lima Refinery 1996 Separation Program (summary attached as Schedule N.) provided, however, that Seller shall reimburse Buyer for one-half of Bpaid or its Affiliates) provided to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees any such non-represented Employees or their dependents separated from employment with the Buyer within twelve months of the Closing Date. Seller agrees that it shall work in good faith with Buyer to assist Buyer to employ and retain the Employees it has offered employment to and Seller shall not discourage such Employees from accepting Buyer's offer of employment. The Excluded Employees will be made available to Buyer by Seller for a specified period following the Closing Date through individual contractual arrangements to be finalized on or before the Closing Date; (iii) provide benefits Each Transferred Employee shall be eligible to enroll in Buyer's new or existing medical and dental plans or HMOs which coverage shall be effective on a date which is the Continuing first day of the month coincident with, or next following the Closing Date. Buyer shall reimburse Seller for Seller's employer contribution made on behalf of each Employee and such eligible dependents effective immediately upon who accepted Buyer's offer for any coverage by Seller between the Closing Date and the effective date of Buyer's coverage. Seller's medical and dental plans shall be liable for covered expenses of the Employees (iiand covered dependents) credit such Continuing Employeefor medical and dental services provided through the last day of the month in which the Closing occurs. Any exclusions and benefit conditions for pre-existing conditions under the terms of the Buyer's medical and dental plans (and HMOs, for if any) shall not apply if comparable exclusions and limitations did not apply to Employees, dependents or conditions immediately prior to the calendar year during which such effective date of Buyer's coverage under the Seller's medical and dental plans or any applicable HMO (the "BPA Medical Plans"). Further, annual maximum out-of-pocket co- payments and deductibles under the Buyer's medical and dental plans shall be calculated inclusive of payments made by Employees during 1998, while participating in the BPA Medical Plans; (iii) Buyer will assume all liability for unused vacation accrued for use in 1998 under Seller's applicable vacation policies; (iv) With respect to the BP America Retirement Accumulation Plan (the "RAP") and (subject to the provisions of Section 12.D.) the BP America Master Hourly Plan for Represented Employees ("MHP"), plan sponsorship shall be retained by Seller Group and the active participation of the Transferred Employees shall cease as of the Closing Date. Seller shall fully vest such plans beginTransferred Employees in their benefits accrued as of the Closing Date under the RAP and MHP, as applicable. If requested by Buyer within 90 days of the Closing Date, effective as of the Closing Date the accrued benefit liabilities and related assets pertaining to the represented Transferred Employees under the MHP shall be transferred in a manner complying with any deductibles Code Sections 411(d)(6) and co-payments already incurred during such calendar year under plans that provide similar benefits 414(l) to a separate qualified plan to be maintained by Noble or its AffiliatesBuyer (the "Mirror Plan"). Purchaser The calculation of the value of the assets to be transferred shall cause each group health plan sponsored be made by Purchaser or one Seller's actuary in accordance with the actuarial assumptions in the attached Schedule O and reviewed by Buyer's actuary and shall equal the sum of its Affiliates that a Continuing Employee may be eligible to participate (1) and (2) where (1) equals the accumulated benefit obligation (the "ABO") and (2) equals one-half of the excess of the projected benefit obligation over the ABO, determined as of the Closing Date of the represented Transferred Employees participating in on or the MHP as of the Closing Date (the "Represented Employees") decreased for benefit payments made after the Closing Date and before the transfer date on behalf of the Represented Employees (the "Transfer Amount"). The Transfer Amount shall accrue interest from the Closing Date to waive any preexisting condition exclusions applicable the transfer date at a rate equal to the one-year Treasury xxxx rate as of the Closing Date. The Transfer Amount shall be transferred hereunder in the form of cash or cash equivalents. The Mirror Plan and its related trust shall be reasonably satisfactory to Sellers and its counsel with respect to compliance with law and qualification status only and Buyers shad, to maintain the Mirror Plan and its related trust as qualified and tax- exempt under Sections 401(a) and 501(a) of the Code and further shall provide Sellers with such Continuing Employee reasonable assurances as Seller shall request of such tax-qualified status prior to the transfer of assets and his eligible dependents.liabilities. Sellers shall provide Buyer with such reasonable assurances as Buyer shall request of the tax qualified status of the MHP immediately prior to the transfer of assets and liabilities. If required, Buyers and Sellers shall each file IRS Form 5310-A. with respect to the transfer at least thirty days prior thereto. Buyers and Seller shall use their best efforts to effect the transfer within a reasonable period after all requirements of this Section 12.B.(ii) have been met. The Mirror Plan shall vest the Employees in their accrued benefit as of the Closing Date; (v) With respect to the BP America Capital Accumulation Plan and (subject to the provisions of Section 12.D.), the BP America Savings and Investment Plan (the "DC Plans"), plan sponsorship shall be retained by the Seller Group and the liabilities and related assets pertaining to the account balances of the Transferred Employees under such plans shall be transferred within a reasonable time (i.e., approximately 120 days) after the Closing Date (the "Transfer Date") in a manner complying with Code Sections 411 (d) Purchaser (6) and 414 (l) to separate qualified plans to be maintained by Buyer (the "Mirror Savings Plans"). Seller shall cause the employee benefit plans DC Plans to transfer to the Mirror Savings Plans, in cash, the liquidation value of the aggregate account balances of the Transferred Employees (including employer contributions accrued based on pay and programs maintained service through the Closing Date and all earnings accrued as of the Transfer Date but excluding any distributions or withdrawals to the Transfer Date) received in order to transfer on the Transfer Date. The Mirror Plans and their related trusts must be reasonably satisfactory to Seller and its counsel prior to the transfer of assets and liabilities and Buyer shall take all actions required to establish and to maintain the Mirror Savings Plans and their related trusts as qualified and tax-exempt under Sections 401(a) and 501(a) of the Code and further shall provide Seller with such reasonable assurance as Seller shall request of such tax-qualified status prior to the transfer of assets and liabilities. Seller shall provide to Buyer such reasonable assurances as Buyer shall request regarding the tax qualified status of the DC Plans. If required, Buyer and Seller shall each file Form 5310-A with respect to the transfer at least thirty days prior thereto. The Mirror Savings Plans shall vest the Employees in their account balances as of the Transfer Date; (vi) From and after the Closing by Purchaser and its Affiliates for Date, the benefit of its similarly situated employees to recognize and give Employees shall be given credit for each Continuing Employee’s years of their service and level of seniority recognized by Seller prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms eligibility and vesting under all applicable plans and programs of employment Buyer and, after the asset transfers described in Sections 12.B.(iv) (if any) and eligibility, vesting(v) above, benefit accrual (other than benefit accrual accruals under a defined benefit pension plan) the Mirror Plan and benefit determination service under such the Mirror Savings Plans; and (vii) Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be responsible for any of Seller's obligations for post-retirement medical and/or life insurance coverage to retirees former or current employees under the Benefit Plans. Nor shall Buyer be responsible for any of Seller's obligations under any of non qualified, excess or supplemental pension benefit plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plansor any other liabilities related to the Benefits Plans which Buyer has not explicitly assumed herein.

Employee and Benefit Matters. (a) Prior to The employment of each Purchased Company Business Employee shall not terminate upon the expiration of fifteen (15) Business Days Closing but shall continue immediately after the date hereofClosing, Noble shall deliver with such Purchased Company Business Employee’s years of service carried over. (b) With respect to Purchaser any Seller Business Employee, within a list reasonable period of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets time (such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five but not less than thirty (530) Business Days days) prior to the Closing Date, Noble Buyer in connection with the consummation of the Transactions (and solely in such context) shall, or shall cause its Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may to, offer employment (which shall be effective as of and employment, contingent on the occurrence of the Closing) Closing and commencing as of the Closing Date, to each such Seller Business Employee, which offer shall not require such Seller Business Employee at a base salary to relocate his or hourly rate her residence and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee which shall be consistent with the provisions of this Section 11.12(a)5.10. On or before the date that is five (5) Business Days prior to the Closing Date, Purchaser Buyer shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of Seller as to each Seller Business Employee who accepts has accepted employment with Buyer or its Affiliates, and each Seller Business Employee who has rejected an offer of such employment. (c) Except as provided below, the Transferred Employees will become employees of Buyer or its Affiliates at 12:01 a.m. Central Time on the Closing Date at which time Buyer or its Affiliates will become responsible for wages, salaries, benefits, other compensation, severance pay, and severance benefits. (d) For a period of at least one (1) year beginning on the Closing Date and subject to the remaining paragraphs of this Section 5.10 and an individual’s continued employment with Buyer or any of its Affiliates, Buyer shall cause each Transferred Employee to be effective provided with (i) terms and conditions of employment (including in respect of work location, position, conditions, and responsibilities) that are substantially equivalent to such terms and conditions as provided to such Transferred Employees by Seller or any of its Affiliates immediately prior to the Closing Date. , (bii) To the extent that base salary or hourly wage rate or cash incentive compensation, no less favorable than provided to such Transferred Employees by Seller or any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or immediately prior to the Closing Date, and Purchaser (iii) employee benefits that are, on an aggregate basis, at least substantially comparable to and no less favorable than the benefits provided to such Transferred Employees by Seller or any of its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after immediately prior to the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (ce) Purchaser Buyer shall cause offer or provide each Business Transferred Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s his or her eligible dependents (including all such Continuing Transferred Employee’s dependents covered immediately prior to the Closing Date by a Plan that is a group health plan) with life, accident, disability and other health and welfare benefits, including coverage under a group health, vision and dental plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser Buyer or an Affiliate of Purchaser for the benefit of its similarly situated employees Buyer that (i) provide provides medical and dental benefits to the Continuing Transferred Employee and such eligible dependents dependents, effective immediately upon the Closing Date Date. Each Transferred Employee who participates in the group health, vision and dental plan of Buyer following the Closing, shall receive a credit toward the deductible and out-of-pocket maximum applicable under the group health, vision and dental plan in respect of any amounts paid in the year in which Closing occurs by such employee for medical/dental benefits under the Plan that provided medical/dental benefits prior to Closing. Seller shall within one hundred and eighty (ii180) credit such Continuing Employee, for the calendar year during which such coverage under such plans begin, with any deductibles and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one days of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date provide such information as Buyer may reasonably request to waive determine the amount of any preexisting condition exclusions applicable credit to such Continuing Employee and his eligible dependentsbe granted to the Transferred Employees in accordance with this Section 5.10(e). (df) Purchaser Buyer shall cause the employee benefit plans and programs maintained after the Closing by Purchaser Buyer and its the Affiliates for of Buyer (other than equity-based compensation plans that are not intended to be qualified under Section 401(a) of the benefit of its similarly situated employees Code) to recognize and give credit for each Continuing Transferred Employee’s years of service and level of seniority prior to the Closing Date with Noble Seller and its Affiliates (including service and seniority with any other employer that was recognized by Noble Seller or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) vesting and benefit determination entitlement to benefits under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans. Buyer shall cause each employee welfare benefit plan or program sponsored by Buyer or one of its Affiliates that a Transferred Employee may be eligible to participate in on or after the Closing Date to waive any pre-existing condition exclusion with respect to participation and coverage requirements applicable to such Transferred Employee, but only to the extent that a pre-existing condition exclusion or coverage requirement under an analogous employee welfare benefit plan or program sponsored by Seller or one of its Affiliates did not exclude a Transferred Employee from participation in such Plan or program prior to the Closing. (g) With respect to Transferred Employees in the United States, Buyex xxxfirms that it is responsible, on and after the Closing Date, for all relevant employer obligations under applicable Laws including any notices required under the Worker Adjustment and Retraining Notification Act and continuation rights under Section 4980B of the Code. (h) With respect to Transferred Employees in the United States, effective on the Closing Date, Buyer shall provide, or cause to be provided, to the Transferred Employees the right to participate in a 401(k) plan that is tax qualified under Section 401(a) of the Code, which is sponsored, established or maintained by Buyer or its Affiliates (the “Buyer 401(k) Plan”). As soon as practicable on or after the Closing Date, Seller shall take any actions as may be required to permit each Transferred Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in the form of cash, and including promissory notes evidencing outstanding loans, in an amount equal to the full account balance distributed or distributable to such Transferred Employee from the 401(k) plan sponsored or maintained by Seller or any of its Affiliates (the “Seller 401(k) Plan”) to the Buyer 401(k) Plan. As of the Closing Date, the Buyer 401(k) Plan shall accept (and shall be amended, prior to the Closing Date, to the extent necessary to accept) the rollover of any “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Seller 401(k) Plan, including plan loans. (i) Prior to or at the Closing, Seller shall be responsible for, and shall pay or cause to be paid, all accrued salary or hourly wage (as applicable) and accrued bonuses of each Transferred Employee owed to such Transferred Employee for hours worked in the year ended December 31, 2022. Following the Closing, Seller shall be responsible for, and shall pay or cause to be paid, all accrued salary or hourly wage (as applicable) of each Transferred Employee owed to such Transferred Employee for hours worked, during the period from the date of this Agreement until the date immediately prior to the Closing Date, which for clarity shall not include any accrued bonuses. Notwithstanding anything to the contrary herein, none of the amounts required to be paid by Seller pursuant to this Section 5.10(i) shall be included as current liabilities for purposes of calculating the Working Capital. (j) The provisions of this Section 5.10 are for the sole benefit of the Parties and nothing herein, expressed or implied, is intended or shall be construed to (i) constitute an employment agreement or an amendment to any of the compensation and benefits plans maintained for or provided to Transferred Employees prior to or following the Closing, (ii) confer upon or give to any Person, other than the Parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies with respect to the matters provided for in this Section 5.10 under or by reason of any provision of this Agreement or (iii) prohibit Buyer from terminating the employment of any Transferred Employee following the Closing Date.

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser 4.2.1. Schedule 4.2.1 contains a list of certain employees who are actively employed by the Company or the Subsidiary (including individuals on vacation, short-term disability or similar leave but excluding those persons on long-term disability leave) on the date hereof who the parties agree and acknowledge will be treated as employees of Noble the Company or its Affiliates who provide services primarily the Subsidiary for purposes of this Agreement, which such Schedule 4.2.1 shall be amended as of the Closing Date to add or delete any employees that were hired or terminated after the Effective Date in connection accordance with Section 3.2(p) hereof. All employees listed on Schedule 4.2.1 as of the Assets Closing Date shall be referred to herein as “Company’s Employees.” For the sixty (such employees being collectively 60) day period following the Closing Date (the “Business EmployeesEvaluation Period”), Purchaser shall evaluate Company’s Employees and determine which of Company’s Employees, if any, will be terminated at the end of the Evaluation Period; provided, however, that Purchaser shall not terminate more than forty percent (40%) of Company’s Employees during or at the end of the Evaluation Period. At Each of Company’s Employees who is not terminated as of the request end of Purchaserthe Evaluation Period shall hereinafter be referred to as a “Transferred Employee.” Each of Company’s Employees who is terminated as of the end of the Evaluation Period shall be referred to as a “Terminated Employee.” Seller shall retain and satisfy, from or reimburse the Subsidiary as applicable for, any and after all responsibility, and Purchaser shall have no liability or responsibility whatsoever, for any and all claims, liabilities and obligations, whether contingent or otherwise, relating to (i) any former or retired employee of the date Company or the Subsidiary whose employment terminated prior to the Effective Date and who is not a Transferred Employee, including, without limitation, any unpaid salary, wages, bonuses or other compensation or severance pay or benefits, (ii) severance payments in an amount equal to three (3) months’ base pay due to any of Company’s Employees whose employment was terminated by Purchaser receives during the Evaluation Period, unless Seller or the Subsidiary has already made a payment to such list from Noble until five Company’s Employee pursuant to any of the employment, retention or similar agreements set forth on Schedule 5.12.1.5, in which case Seller shall have no further obligation with respect to severance or retention payments for such employee, (5iii) Business Days any Transferred Employee arising out of or relating to any period, or otherwise incurred, prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser including, without limitation, any unpaid salary, wages, bonuses or an Affiliate of Purchaser. Purchaser other compensation or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence severance pay, benefits or group health care coverage required by Section 4980B of the ClosingCode or Section 601 of ERISA, except for those benefits referenced in Section 4.2.5, and (iv) to each Business the Seller Plans (such claims, liabilities and obligations, collectively the “Retained Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(aLiabilities”). On Any severance payment or before the date that is five (5) Business Days prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing Date. (b) To the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated retention payment made by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employment Seller pursuant to Section 11.12(a) above such that if all such offers are accepted, the WARN Obligations would not apply to the transactions contemplated by this Agreement. (c) Purchaser shall cause each Business Employee who accepts an offer of employment made pursuant to Section 11.12(a) (a “Continuing Employee”) and such Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to the Closing Date by a group health plan maintained by Noble or its Affiliates) to be eligible to be covered under group health, prescription drug, dental and similar type welfare benefit plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of its similarly situated employees that (i) provide benefits to the Continuing Employee and such eligible dependents effective immediately upon the Closing Date and subsection (ii) credit such Continuing Employeeabove shall be conditioned upon the Terminated Employee executing a general release of claims against Seller, for the calendar year during which such coverage under such plans beginCompany, with any deductibles the Subsidiary and co-payments already incurred during such calendar year under plans that provide similar benefits maintained by Noble or its Affiliates. Purchaser shall cause each group health plan sponsored by Purchaser or one of its Affiliates that a Continuing Employee may be eligible to participate in on or after the Closing Date to waive any preexisting condition exclusions applicable to such Continuing Employee and his eligible dependentsPurchaser. (d) Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser and its Affiliates for the benefit of its similarly situated employees to recognize and give credit for each Continuing Employee’s years of service and level of seniority prior to the Closing Date with Noble and its Affiliates (including service and seniority with any other employer that was recognized by Noble or its Affiliates) for purposes of terms of employment and eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan) and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans.