Common use of Employee Matters Clause in Contracts

Employee Matters. (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On During the period commencing at the Closing and ending on 12-month anniversary of the Closing Date, Buyer Parent shall, or shall offer employment cause the Surviving Corporation to those employees of Seller set forth on Schedule 7.10 hereto provide each employee who remains employed immediately after the Closing (the Designated “Continuing Company Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that ”) with: (i) the base salary initially to be offered to each such Designated Employee shall not be or hourly wages which are no less than the base salary set forth next or hourly wages provided by the Company immediately prior to such employees name on Schedule 5.21 and the Closing; (ii) annual cash target bonus opportunities (excluding equity-based compensation, deferred compensation, change in control, severance and retention arrangements), if any, which are no less than the title target bonus opportunities provided by the Company for tax year 2020; (iii) other employee benefits, including defined contribution retirement benefits and duties initially welfare benefits (but excluding any equity or equity-based compensation, defined benefit plan benefits, retiree medical or life benefits, deferred compensation, change in control, severance and retention benefits) that are no less favorable in the aggregate than those benefits provided by the Company immediately prior to the Closing, and (iv) coverage under vacation and sick leave policies that are no less favorable than the vacation and sick leave policies in effect for such Continuing Company Employees immediately prior to the Closing. Parent will indemnify the Company Securityholder Indemnified Parties from and against any Losses that may be offered to incurred by them under the WARN Act arising on or after the Closing as a result of any action or omission of the Surviving Corporation occurring on or after the Closing. For purposes of participation of the Continuing Company Employees in a benefit plan of Parent or its Affiliates (including the Surviving Corporation) (a “Parent Benefit Plan”), each such Designated Continuing Company Employee shall be similar to the title and duties set forth next to credited with all years of service for which such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of Continuing Company Employee was credited before the Closing Date (hereafter under any analogous Employee Benefit Plans. In addition, and without limiting the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account generality of the period of continuous employment with Seller solely foregoing: (i) for the purpose of applying the each Continuing Company Employee shall be immediately eligible to participate, without any waiting period requirements (or time, in any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of and all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), Parent Benefit Plans; (ii) for purposes of applying the participation each Parent Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements (but not of such Parent Benefit Plan to be waived for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements such Continuing Company Employee; and (iii) Parent shall cause any eligible expenses incurred by such Continuing Company Employee and his or her covered dependents under an Employee Benefit Plan which is a welfare plan during the portion of the plan year of the Employee Benefit Plan ending on the date such Continuing Company Employee’s participation in the corresponding Parent Benefit Plan begins to be taken into account under such Parent Benefit Plan for purposes of determining vacation entitlement satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Company Employee and his or her covered dependents for such year as if such amounts had been paid in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Parent Benefit Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when Parent and the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller Surviving Corporation shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or complying with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Part 6 of Subtitle B of Title I of ERISA and Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer § 4980B for any reason then, and individual who is an “M&A qualified beneficiary” as defined in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account Q&A-4 of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred EmployeesTreas. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this AgreementReg. 7.11§54.4980B-9.

Employee Matters. (a) On Purchaser shall, or shall cause the Company and its Subsidiaries after the Closing Date to, use reasonable best efforts to take such action as may be necessary so that on and after the Closing and at all times prior to the first anniversary of the Closing Date, Buyer shall offer employment officers and employees of the Company and its Subsidiaries (“Covered Employees”) are provided base salary or wages and annual cash bonus opportunities (excluding any stock appreciation rights awards) with at least reasonably equivalent value in the aggregate (with neither base salary nor wages and annual cash bonus opportunity individually being materially and adversely different) to those made available by the Company and its Subsidiaries to such officers and employees immediately prior to the Closing. For purposes of Seller set forth on Schedule 7.10 hereto eligibility to participate and vesting in all employee benefits provided by Purchaser (other than for purposes of benefit accrual in any defined-benefit pension plan or scheme), Purchaser shall use commercially reasonable efforts so that the Designated EmployeesCovered Employees will be credited with their years of service with the Company and its Subsidiaries and prior employers (to the extent service with prior employers is taken into account under the plans of the Company and its Subsidiaries), except where such crediting would result in duplication of benefits for the same period of service. The Buyer Purchaser will use its commercially reasonable efforts to ensure that the eligibility of Covered Employees to participate in any welfare benefit plan or program of Purchaser, or any Subsidiary of Purchaser, shall offer employment on an at not be subject to any exclusions or limitations for any pre-existing conditions except to the extent such individual was or would have been subject to such exclusion under similar benefit plans and programs of the Company and its Subsidiaries. Purchaser will basis also use its commercially reasonable efforts to ensure that each such Designated Employee on welfare benefit plan shall waive eligibility waiting periods and Covered Employees shall be given credit under the applicable plan for amounts paid during the calendar year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums, as though such amounts have been paid in accordance with the terms and conditions as Buyer, of the applicable plan. Nothing contained in its sole discretion, shall determine; provided, however, that this Section 7.2 (ia) the salary initially is intended to be offered to each such Designated Employee or shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially considered to be offered an establishment, amendment or modification of any plan, program, agreement, arrangement or policy of the Company, Purchaser or any of their Subsidiaries, (b) shall require Purchaser, the Company or any of their Subsidiaries to each continue to employ any particular Covered Employee following the Closing Date, or (c) shall restrict Purchaser, the Company or any of their Subsidiaries from terminating the employment of any Covered Employee at any time and for any reason. To the extent Purchaser offers employment commencing on the Closing Date to any Covered Employee, the Company shall confirm with such Designated Covered Employee whether he/she accepts such employment by Purchaser, and shall be similar use commercially reasonable efforts to the title and duties set forth next cause such Covered Employee to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcPurchaser.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Prior to the Closing, and conditioned on the Closing having occurred, Purchaser or one of its Affiliates shall offer employment (effective as of the Closing Date) to all of the Transferred Employees, Buyer shall offer employment at (i) an initial rate of base salary and target annual bonus or incentive opportunity (beginning with the 2023 fiscal year, including for the pre-Closing period) that are no less than the Transferred Employee’s pre-Closing levels, (ii) with Purchaser’s (or, if applicable, its Affiliate’s) health and retirement benefits available to those similarly-situated employees of Seller set forth on Schedule 7.10 hereto Purchaser and its Affiliates, (iii) a work location that is within fifty (50) miles of the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such Transferred Employee’s pre-Closing work location and (iv) except as otherwise agreed in writing with a Transferred Employee, any other terms and conditions provided in an offer letter or employment agreement with the Transferred Employee that are in effect as Buyerof the Closing (collectively, the “Offer Conditions”). Seller shall cooperate with Purchaser’s (or its Affiliate’s) efforts to employ the Transferred Employees on the Closing Date (but without incurrence of any material cost or expense). In the event that a Transferred Employee accepts Purchaser’s (or its Affiliate’s) offer of employment, the Transferred Employee’s employment with Purchaser shall commence on the Closing Date in accordance with the Offer Conditions on an at-will basis. Purchaser (or, if applicable, its sole discretionAffiliate) shall maintain the Offer Conditions until the first (1st) anniversary of the Closing Date. As of the Closing, Seller shall determine; providednot employ any Transferred Employees. (b) Provided that Purchaser (and, howeveras applicable, that its Affiliate) complies with its obligations under Section 5.03(a), including the Offer Conditions, (i) the salary initially Purchaser and its Affiliates shall have no Liability for or to be offered any Transferred Employee who fails to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 accept Purchaser’s (or its Affiliate’s) offer of employment, and (ii) the title Seller and duties initially to be offered to each such Designated Employee its Affiliates shall be similar to the title solely responsible for all severance and duties set forth next termination costs that become payable to such employees name on Schedule 5.21. All such Designated Employees who accept such offer Transferred Employee solely as a result of this transfer of employment of Buyer shall become employees of Buyer as of the Closing Date to Purchaser (hereafter the Transferred Employeesor its Affiliates). (bc) With respect As of the Closing, Seller or one of its Affiliates shall retain the obligation to each pay any and all accrued payroll obligations and other employee benefits owed to Transferred EmployeeEmployees for pre-Closing employment or service under the Employee Plans, Buyer except as otherwise provided in this Agreement. (d) As of the Closing, Seller shall, or shall take into account cause its Affiliates to, terminate the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage participation of all Transferred Employees will be provided as of and the Closing Date (Buyers Health Insurer in any Employee Plan, and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer no event shall not recognize the period of employment of any Transferred Employee with Seller be entitled to accrue any compensation or benefits under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred an Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever Plan with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance employment or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to services rendered or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based compensation paid on a qualifying event which occurred prior to or after the Closing. (e) With respect [Intentionally omitted] (f) Purchaser shall, or shall cause its Affiliates, as applicable, to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of give the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted full credit for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller andand its Affiliates for purposes of eligibility, an administrative agency vesting and determination of the level of benefits to the same extent recognized by Seller and its Affiliates immediately prior to the Closing, under any benefit plans made available to employees or court officers of competent jurisdiction shall finally determine Purchaser and its Affiliates in which the Transferred Employee participates following the Closing; provided that such Transferred Employees are so entitled, Seller service shall not be responsible recognized to make the extent that such severance payments only recognition would result in a duplication of benefits with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees same period of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11service.

Employee Matters. (a) On Parent agrees that, during the Closing Dateperiod commencing at the Effective Time and ending on December 31, Buyer shall offer employment to those employees 2011, each active employee of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries as of the Effective Time who remains an active employee of the Surviving Corporation or any of its Subsidiaries following the Effective Time (the Designated “Current Employees”) will be provided with annual base salary, target annual cash bonus opportunities and employee benefits (excluding equity and equity-based compensation) which are no less favorable in the aggregate than the aggregate base salary, target annual cash bonus opportunities and employee benefits pursuant to an Employee Plan (excluding equity and equity-based compensation) provided by the Company and its Subsidiaries to such employee immediately prior to the Effective Time. With respect to any employee benefit plan in which any Current Employee first becomes eligible to participate, on or after the Effective Time (the “New Company Plans”). The Buyer shall offer employment on an at will basis , Parent shall: (A) to the extent permitted by Applicable Law, waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Current Employee under any health and welfare New Company Plans in which such Current Employee may be eligible to participate after the Effective Time and (B) credit, for purposes of eligibility to participate in and vesting (but not for purposes of benefit accrual) under any New Company Plan in which such Current Employee may be eligible to participate following the Effective Time, the service of each such Designated Current Employee on with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such terms and conditions as BuyerCurrent Employee was entitled, before the Effective Time, to credit for such service under any similar Employee Plan in its sole discretion, shall determinewhich such Current Employee participates or was eligible to participate immediately prior to the Effective Time; provided, however, that in no event shall any credit be given to the extent it would result in the duplication of benefits for the same period of service. Notwithstanding anything in this Agreement to the contrary, as of the Effective Time Parent shall have the ability to (i) terminate the salary initially practice of granting cash loans to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 participants under any tax-qualified deferred compensation plan, and (ii) amend the title terms and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment conditions of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service comply with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Applicable Law.

Employee Matters. (a) On For the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto one-year period beginning at the Yankees Effective Time (the Designated Employees“Benefit Continuation Period”). The Buyer , Parent shall offer employment on an at will basis provide or cause to be provided to each individual who is employed as of the Yankees Effective Time by Yankees and its Subsidiaries and who remains employed by the Yankees Surviving Company and its Subsidiaries (such Designated Employee on such terms and conditions as Buyeremployees collectively, in its sole discretion, shall determine; provided, however, that the “Affected Employees”) (i) the base salary initially to be offered to each such Designated Employee shall not be in an amount no less than the base salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar provided to the title and duties set forth next Affected Employee immediately prior to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan)Yankees Effective Time, (ii) for purposes of applying an annual bonus opportunity that is no less favorable than the participation requirements (but not for purposes of determining annual bonus opportunity provided to the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements Affected Employee immediately prior to the Yankees Effective Time and (iii) for purposes other compensation and employee benefits that are no less favorable in the aggregate than those provided to the Affected Employee immediately prior to the Yankees Effective Time. Without limiting the generality of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time foregoing, during the Benefit Continuation Period, Braves shall (x) provide or cause to time. Buyer shall not recognize the period be provided to each Affected Employee (A) who suffers a termination of employment of any Transferred Employee with Seller under any other plan by the Yankees Surviving Company or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of its Subsidiaries, severance benefits in amounts and on terms and conditions no less favorable in the aggregate to such Affected Employee than such Affected Employee would have received under the severance plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plansprograms, policies and arrangements applicable to such Affected Employee as of Buyer referred the date hereof and (B) defined contribution retirement plan benefits that are no less favorable than the defined contribution retirement plan benefits provided to Affected Employees on the date hereof, (y) maintain (or caused to be maintained) the same level of employer matching contributions as in effect on the date of this Agreement under the Company’s 401(k) investment savings plan and (z) maintain the Company’s Retirement Accumulation Plan employer contribution levels for existing participants. Notwithstanding the foregoing, the provisions of this Section 7.10(b). (d4.12(a) Employees of Seller who do shall not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever apply with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or Affected Employees whose employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made governed by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on collective bargaining or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11similar agreement.

Employee Matters. (a) On Sellers shall continue to employ the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall make the services of the Employees available to Purchaser pursuant to the terms of the Employee Leasing Agreement. Prior to the expiration of the Employee Leasing Agreement, Purchaser may offer employment, in Purchaser’s sole discretion, to be responsible for effective immediately upon the payment expiration of all other claims; providedthe Employee Leasing Agreement (the “Employee Leasing Expiration Date”), however, that if Seller had actual knowledge that any claim made after to those Employees who are providing services to Purchaser under the Closing Date was pending or threatened Employee Leasing Agreement immediately prior to the Closing Employee Leasing Expiration Date, upon such terms and conditions as Purchaser shall determine prior to the Employee Leasing Expiration Date. Except to the extent necessary to avoid duplication of benefits, Purchaser shall cause each Employee who accepts Purchaser’s offer of employment and commences employment with Purchaser (collectively, the “Transferred Employees”) to be given full credit for all service with Sellers prior to the Employee Leasing Expiration Date (and service credited by Seller) for eligibility and vesting purposes under any employee benefit plans or arrangements of Purchaser or any of its Affiliates in which such pending or threatened claim is not set forth on Schedule 5.22 attached heretoTransferred Employees participate from and after the Employee Leasing Expiration Date, thento the same extent such service was recognized by Sellers immediately prior to the Employee Leasing Expiration Date. Purchaser shall, to the extent permitted by the terms of its plans (i) waive all limitations as to preexisting conditions, exclusions and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; waiting periods with respect to participation and (iv) Buyer shall assume and pay any obligations coverage requirements applicable to Transferred Employees under any welfare plan in which such employees may be eligible to participate after the Employee Leasing Expiration Date, and (ii) provide each Transferred Employee with credit for vacation pay entitlements for periods any co-payments and deductibles paid prior to the Closing Employee Leasing Expiration Date up in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible to participate after the Employee Leasing Expiration Date, to the amount extent permitted by the terms of such plans, as if those deductibles or co-payments had been paid under the welfare plans in which such employees are eligible to participate after the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation LiabilityEmployee Leasing Expiration Date. (fb) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) Purchaser shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered paying the 2008 bonus to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees, to the extent awarded by Purchaser in Purchaser’s sole discretion after consultation with Sellers. Buyer and Seller hereby agree that if any If 50% of such Transferred Employees are terminated amount of 2008 bonuses actually paid by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect Purchaser to the first five Transferred Employees (as provided in i) is less than the Severance PlanBonus Accrual Amount, then Purchaser shall pay such difference to Sellers within five Business Days after such payment to the Employees, or (ii) so terminated by Buyer on or before April 19is greater than the Bonus Accrual Amount, 1997 and Buyer then Sellers shall be responsible pay such difference to make Purchaser within five Business Days after receipt of reasonably satisfactory evidence of such severance payments payment to all other Transferred the Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.115.4

Employee Matters. If at least a majority of the Shares are tendered and accepted for payment, will the Company continue as a public company? No. Following the purchase of the Shares in the Offer, we expect to consummate the Merger. If we purchase at least a majority of the Shares in the Offer, we will have sufficient voting power to adopt the Merger and the Merger Agreement at a meeting of the Company's stockholders without the affirmative vote of any other Company stockholder. If the Merger takes place, the Company will no longer be publicly owned. Even if for some reason the Merger does not take place, if we purchase all of the tendered Shares, there may be so few remaining stockholders and publicly held Shares that the Company's Common Stock will no longer be eligible to be traded through the NYSE or other securities exchanges, there may not be an active public trading market for the Shares, and the Company may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See Section 13—"Certain Effects of the Offer." If we successfully complete the Offer, what will happen to the Company's board of directors? If we purchase at least a majority of the Shares in the Offer, under the Merger Agreement Parent will become entitled to designate a proportional number of the members of the Company's board of directors. In such case, promptly following a request from Parent, the Company shall cause Parent designees to be elected or appointed to the Company's board of directors in such number as is proportionate to the Purchaser's Share ownership (ai.e., a number that constitutes at least a majority of the directors), including using commercially reasonable efforts to seek and accept resignations of incumbent directors. After the election or appointment of the directors designated by Parent to the Company's board of directors and prior to the Effective Time, under the terms of the Merger Agreement, the affirmative vote of a majority of the independent directors of the Company's board is required to (i) On amend or terminate the Closing DateMerger Agreement on behalf of the Company; (ii) extend the time for performance of Parent's or the Purchaser's obligations or other acts under the Merger Agreement; or (iii) waive any of the Company's rights under the Merger Agreement. See Section 11—"The Transaction Agreements—The Merger Agreement—Board of Directors." Will the Offer be followed by a second-step merger if all the Shares are not tendered in the Offer? Yes. If the Offer is consummated and the other conditions to the Merger, Buyer shall offer employment including the vote of the stockholders (if required by applicable law) are satisfied or waived, the Purchaser will merge with and into the Company and all then outstanding Shares (other than those held in the treasury of or reserved for issuance by the Company and those held by Parent or the Purchaser or direct or indirect wholly-owned subsidiaries of Parent or the Company or by stockholders who validly exercise appraisal rights (as described below)) will be cancelled and converted in the Merger into the right to those employees receive an amount in cash equal to the highest price per Share paid pursuant to the Offer, without interest thereon and less any applicable withholding taxes. If we purchase at least a majority of Seller set forth on Schedule 7.10 hereto the total outstanding Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. Furthermore, if pursuant to the Offer or otherwise (including by exercise of the Designated EmployeesTop-Up Option, as described above) we own at least 90% of the total outstanding Shares, we will be able to, and as promptly as practicable will, effect the Merger as a short-form merger in accordance with Delaware law without any further action by the other remaining stockholders of the Company. See the "Introduction" to this Offer to Purchase and Section 11—"The Transaction Agreements—The Merger Agreement." If I decide not to tender, how will the Offer affect my Shares? If the Merger is consummated, the Company's stockholders who do not tender their Shares in the Offer will, unless they validly exercise appraisal rights (as described below), receive the same amount of cash per Share that they would have received had they tendered their Shares in the Offer. The Buyer shall offer employment on an at will basis Therefore, if the Offer and the Merger are consummated, the only differences to each such Designated Employee on such terms you between tendering your Shares and conditions as Buyer, not tendering your Shares in its sole discretion, shall determine; provided, however, the Offer are that (i) you will be paid earlier if you tender your Shares in the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 Offer and (ii) appraisal rights will not be available to you if you tender Shares in the title and duties initially Offer but will be available to be offered to each such Designated Employee shall be similar to you in the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as Merger if you do not vote in favor of the Closing Date Merger, subject to and in accordance with Delaware law. See Section 17—"Appraisal Rights." However, if the Offer is consummated but the Merger is not consummated, the number of the Company's stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (hereafter the Transferred Employees). (b) With respect to each Transferred Employeeor, Buyer shall take into account the period of continuous employment with Seller solely (ipossibly, there may not be any public trading market) for the purpose Shares. Also, as described below, the Company may cease making filings with the SEC or otherwise may not be required to comply with the rules relating to publicly held companies. See Section 13—"Certain Effects of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage Offer." What is the market value of all Transferred Employees will be provided my Shares as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11recent date?

Employee Matters. (a) On Schedule 8.11 lists the employees who are engaged in the business relating to the Acquired Assets with respect to whom Buyer will use reasonable efforts to hire after the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated "Key Employees"). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that Buyer shall not be obligated to employ, and shall have no Liability with respect to the continued employment of, any of the Key Employees. The Seller agrees that any disclosure of confidential information of Seller relating to the Business by a Key Employee to Buyer or any of its Affiliates shall not constitute a breach of any confidentiality agreement between such Key Employee and the Seller and Seller agrees that Buyer's employment of a Key Employee shall not constitute a breach of any noncompetition agreement between such Key Employee and Seller. Seller agrees to (i) cooperate with Buyer in Buyer's recruitment of the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and Key Employees, (ii) terminate the title and duties initially to be offered to each such Designated Employee shall be similar to employment of the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Key Employees who accept such offer of employment of Buyer shall have agreed to become employees of Buyer as with Seller at Closing and to pay any and all Liabilities relating to such termination, including, without limitation any payments and benefits due such Key Employees pursuant to accrued salary and wages, pension, retirement, savings, health, welfare and other benefits and severance payments or similar payments of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) Key Employees under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus Seller plans, programs policies or arrangements practices, including accrued vacation and (iii) for purposes provide to each Key Employee any notice (which notice shall be reasonably acceptable to Buyer) required under any law or regulations in respect of determining vacation entitlement such termination including , without limitation COBRA. Buyer will offer to such Key Employees as part of its recruitment thereof cash compensation and stock option grants pursuant to Buyer's stock plans in each case in accordance with the express terms of Buyers Schedule 8.11, and participation in Buyer's 1994 Employee Stock Purchase Plan, Buyer's 401(k) Plan and other benefit plans and policies, including life and health insurance and vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything benefits in each case subject to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title terms and duties conditions of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to each such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Planplan. For purposes of this Section 7.10(e)satisfying the terms and conditions of such plans and policies of Buyer, a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible give full credit for previous service by the payment of any Comp Claim if Key Employees with the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect Seller under such Seller's comparable employee benefit plans, including but not limited to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date vacation and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, thensick leave pay, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Planfor purposes of eligibility to participate, early commencement of benefits and vesting). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. (a) On the Closing Date, Buyer shall offer employment to First Indiana agrees that those employees of Seller set forth Somerset or its Subsidiaries who become employees of First Indiana or its Subsidiaries on Schedule 7.10 hereto the Effective Date ("Former Somerset Employees"), while they remain employees of First Indiana or its Subsidiaries after the Designated Employees)Effective Date will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in the aggregate than those provided by First Indiana to similarly situated employees of First Indiana and its Subsidiaries or to those currently provided by Somerset. The Buyer shall offer employment on an at At the Effective Time, First Indiana will basis amend or cause to be amended each such Designated Employee on such terms employee benefit plan of First Indiana and conditions its Subsidiaries in which Former Somerset Employees are eligible to participate, to the extent necessary, so that as Buyer, in its sole discretion, shall determine; provided, however, that of the Effective time (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall plans take into account for purposes of eligibility, vesting and benefit accrual, the period service of continuous employment such employees with Seller solely (i) for Somerset and its Subsidiaries as if such service were with First Indiana and its Subsidiaries, to the purpose same extent that such service was credited under a comparable plan of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health Somerset and Insurance Plan)its Subsidiaries, (ii) Former Somerset Employees and their dependents who were covered immediately prior to the Effective Time under any medical benefit plan of Somerset are not subject to any waiting periods or pre-existing condition limitations under the comparable medical benefit plans of First Indiana or its Subsidiaries in which they are eligible to participate (other than waiting periods and pre-existing condition limitations no longer or more limiting than those to which they were subject under such medical benefit plan of Somerset) and may commence participation in such plans on the Effective Date, (iii) Former Somerset Employees will retain credit for purposes unused sick leave and vacation pay which has been accrued as of applying the participation requirements Effective Time, and (but not iv) for purposes of determining the extent entitlement of vesting or Former Somerset Employees to sick leave and vacation pay following the Effective Time, the service of such employees with Somerset and its Subsidiaries shall be treated as if such service were with First Indiana and its Subsidiaries. Notwithstanding the foregoing, it is contemplated that Financial Services will not adopt and maintain for its employees the qualified defined benefit accrual) pension plan currently maintained by First Indiana and its other Subsidiaries for their respective employees. Further, it is contemplated that Financial Services may cover its employees under Buyers pension, the 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement medical benefit plans now maintained by Buyer or for any purposes other Somerset rather than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees and medical benefit plans now maintained by First Indiana and its other Subsidiaries and that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers such 401(k) plan of Somerset will continue to be in effect until at any time after least January 1, 2001. It is also contemplated that Financial Services may cover its employees under the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing employee stock purchase plan meets the requirements for qualification under Section 401(a) of the Code in form now maintained by Somerset and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitledplan will continue to be in effect until at least January 1, Seller shall be responsible 2001, except that such plan would relate to make such severance payments only with respect First Indiana Common Stock instead of Somerset Common Stock. Financial Services will honor the employment agreements of Somerset which have been disclosed to the first five Transferred Employees (as provided First Indiana in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees Disclosure Schedule of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Somerset.

Employee Matters. (a) On the Closing Date, Buyer Purchaser shall offer employment to those all employees (the “Employees”) employed by Seller at the Banking Centers as of the Effective Time (other than employees whose function does not relate exclusively to operation of one or more of the Banking Centers), in their then respective current functional positions and locations with base salaries not less than levels at the Effective Time and benefits generally equivalent to benefits offered by Purchaser to similarly situated employees of Purchaser. Except for Purchaser’s qualified and nonqualified pension plans (if any), Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) shall receive full credit for their prior service with Seller set forth on Schedule 7.10 hereto under Purchaser’s benefit plans and policies, including its vacation and sick leave policies, to the same extent as if the service had been with Purchaser. As of the Effective Time, the Transferred Employees and their dependents, if any, covered under Seller’s health insurance plan preceding the Effective Time shall be covered under Purchaser’s health insurance plan without being subject to any waiting period or pre-existing condition limitations or exclusions. Transferred Employees shall not be required to satisfy the deductible and employee payments required by Purchaser’s comprehensive medical and/or dental plans for the calendar year of the Effective Time (i) to the Designated Employees). The Buyer shall offer employment on an at will basis extent of amounts previously credited during such calendar year under comparable plans maintained by Seller, or (ii) to each such Designated Employee on such terms and conditions the extent the same is waived in its entirety by the applicable insurer, as Buyer, determined by the applicable insurer in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Purchaser’s qualified and nonqualified pension plans, Transferred Employee, Buyer Employees shall take into account the period of continuous employment receive full credit for prior service with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed and with other entities to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iiiservice with any such entity is treated by Seller as service with it) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything their participation eligibility and vesting rights to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein same extent as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible service had been with Purchaser. Benefits under Purchaser’s pension plans for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled be determined solely with reference to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Purchaser.

Employee Matters. For the period of one year following the Effective Time, Parent shall (aor shall cause any of its subsidiaries) On to either (1) provide employee benefits to each Silicon Image employee who remains employed by Parent or any of its subsidiaries (a “Covered Employee”), that are no less favorable in the Closing Dateaggregate than the employee benefits (excluding equity and equity-based compensation) provided to similarly situated employees of Parent, Buyer shall offer employment or (2) provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as a whole, have a value substantially comparable, in the aggregate, to those provided to similarly situated employees of Seller set forth on Schedule 7.10 hereto (Parent and its subsidiaries. To the Designated Employees). The Buyer extent employee benefits are provided under the employee benefit plans of Parent or one of its subsidiaries, from and after the Effective Time, Parent shall offer employment on an at will basis cause to be granted to each such Designated Covered Employee on such terms credit for all service with Silicon Image and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar subsidiaries prior to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) Effective Time for purposes of applying the participation requirements eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement but not for purposes of determining benefit accrual under any defined benefit pension plan of Parent or any of its subsidiaries), except that that such service need not be credited to the extent that it would result in duplication of vesting coverage or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever benefits with respect to the Non-transferred Employeessame period of service. To the extent applicable, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under Parent shall or shall cause the Worker Adjustment Retraining and Notification Act Surviving Corporation and any of their respective subsidiaries to waive any pre-existing condition limitation on participation and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect applicable to any Non- transferred Covered Employee and or any of his or her covered dependents under any health or welfare plan of Parent or the Surviving Corporation or any of their respective subsidiaries (a “New Plan”) in which such Covered Employee or covered dependent shall become eligible to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to participate after the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents Effective Time to the extent such claims are incurred before the Closing Date and are not excludable Covered Employee or covered dependent was no longer subject to such pre-existing condition limitation under the applicable corresponding employee benefit plan in which such Covered Employee Plans of Seller, regardless of when any or such claim is submitted for payment. Buyer shall be responsible for covered dependent was participating immediately before he or she became eligible to participate in the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance New Plan. For purposes of this Section 7.10(e), a health Parent shall or accident claim shall be deemed to have been incurred when cause the services relating to the event or condition that is the subject of the claim are performed Surviving Corporation or the supplies relating relevant subsidiary of either to provide each Covered Employee with credit for any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims co-payments and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or deductibles paid prior to the Closing Date Effective Time and Buyer shall be responsible for during the payment of any Comp Claim if the event which caused the injury or illness upon calendar year in which the Comp Claim is based occurred Effective Time occurs under any employee benefit plan in satisfying any applicable co-payment and deductible requirements for such calendar year under any New Plan in which such Covered Employee participates after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcEffective Time.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Until December 31, 2012, the Closing Date, Buyer shall offer employment continue to those employees of Seller set forth maintain the Company Benefit Plans as in effect on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as BuyerEffective Time or, in its sole discretion, shall determine; providedthe Buyer may provide the employees identified on Section 2.21(a) of the Company Disclosure Letter who are employed by the Company at the Effective Time (each a “Continuing Employee”) with benefits under the Buyer’s employee benefit plans on substantially the same basis, howeverin the aggregate, that (i) the salary initially as those provided to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become similarly situated employees of Buyer as the Buyer. For purposes of the Closing Date determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (hereafter the Transferred Employees). (b) With respect to each Transferred Employeeincluding for purposes of vacation accrual, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisionswhere applicable) under any group healthBuyer employee benefit plan (other than a defined benefit plan) and to the extent permitted by applicable Law, accident or life insurance plan maintained or sponsored by or contributed to by the Buyer shall provide that the Continuing Employees shall receive service credit under which coverage of all Transferred Employees will be provided as each of the Closing Date Buyer’s employee benefit plans (Buyers Health and Insurance Plan), (iiother than a defined benefit plan) for purposes their period of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance service with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title Company and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred its predecessors prior to the Closing, except where doing so would cause a duplication of benefits. The Buyer shall waive all limitations as to preexisting conditions exclusions (e) With or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to the Transferred Employees, Buyer participation and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents coverage requirements applicable to the extent Continuing Employees under any medical, dental and vision plans that such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall employees may be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and participate in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer to the extent such waiver is permitted by the terms of the applicable employee plan. Following the Closing Date, any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time shall be responsible for paid by the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after Buyer or the Closing Date was pending or threatened Company to such Continuing Employee prior to the Closing Date and such pending all negative vacation accrual balances shall be cancelled. The Buyer shall have the sole discretion to determine the manner in which future vacation or threatened claim is paid time off accrues. The Continuing Employees are not set forth on Schedule 5.22 attached hereto, thenthird-party beneficiaries of the provisions of this Section, and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder. Nothing in such eventthis Agreement, Seller express or implied, shall be responsible for construed to prevent the payment Buyer or the Surviving Corporation from (i) terminating, or modifying the terms of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect toemployment of, any Transferred Continuing Employee of following the Effective Time or (ii) terminating or modifying to any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at extent any time after the Closingemployee benefit or other compensatory plan, subject to Seller providing Buyer with satisfactory evidence program, agreement or arrangement that the distributing plan meets Buyer or the requirements for qualification under Section 401(a) Surviving Corporation may establish or maintain. No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit or other compensatory plan, program, policy or arrangement will be amended shall be effective only upon the adoption of the Code in form and in operation and distributions may properly be made from such Plan a written amendment in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any amendment procedures of such Transferred Employees are terminated by Buyer for any reason thenplan, and in such eventprogram, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency policy or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11arrangement.

Employee Matters. Following the Effective Time, the Buyer will give each employee of the Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”) full credit for prior service with the Company or its Subsidiaries for purposes of (a) On eligibility and vesting under any Buyer benefit plans, (b) determination of benefit levels under any Buyer benefit plans or policy relating to vacation or severance and (c) determination of “retiree” status under any Buyer benefit plans, in each case for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits or with respect to benefit accruals under any of the Buyer’s tax-qualified and non-qualified pension plans or with respect to newly implemented plans for which prior service is not taken into account or with respect to plans for which participation, service and/or benefit accrual is frozen. In addition, the Buyer shall waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Buyer and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to guarantee employment for any period of time for, or preclude the ability of the Buyer or the Surviving Corporation to terminate, any Continuing Employee for any reason. Nothing herein shall limit the ability of the Buyer or the Surviving Corporation to amend or terminate any of the Company Employee Plans or Buyer benefit plans in accordance with their terms at any time. Effective no later than the day preceding the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before requested by the Closing Date and are not excludable under Buyer, the applicable Company shall have taken formal action to terminate any Company Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall that are intended to be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification qualified under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except that are defined contribution plans, as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plandefined under Section 3(34) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11ERISA.

Employee Matters. (a) On Parent will or will cause the Closing Date, Buyer shall offer employment Surviving Corporation to those provide employees of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries (the Designated “Company Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i”) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed salary and target bonus opportunities no less favorable than those in effect immediately prior to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretionother employee benefits that are substantially comparable in the aggregate to those provided by Parent to its similarly situated employees for a period of 12 months following the Closing Date. Parent further agrees that, change from and after the Closing Date, Parent will, or eliminate will cause the Surviving Corporation to, grant all Company Employees credit for any service with the Company or any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred its Subsidiaries earned prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date for eligibility and are not excludable vesting purposes and for determining the amount of benefits under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent, the applicable Employee Plans Surviving Corporation or any of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred Affiliates on or after the Closing Date and are not excludable under (the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e“New Plans”), other than with respect to benefit accrual under any defined benefit plans or as would result in a health duplication of benefits. In addition, Parent will or accident claim shall be deemed will cause the Surviving Corporation to have been incurred when the services relating (a) waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the event extent waived or condition that is the subject satisfied by an employee under any Plan as of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible (b) take into account any covered expenses incurred on or before the Closing Date by any Company Employee (or covered dependent thereof) for the payment purposes of all other claims; providedsatisfying applicable deductible, however, that if Seller had actual knowledge that any claim made coinsurance and maximum out-of-pocket provisions after the Closing Date was pending or threatened prior to under any applicable New Plan. Parent and the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall Surviving Corporation will be solely responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification arising under Section 401(a) 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in form and Treasury Regulations Section 54.4980B-9. No provision of this Section 7.03 shall create any third party beneficiary rights in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Company Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any current or former employee, director or consultant of the Transferred Employees. Buyer and Seller hereby agree that if Company or its Subsidiaries (other than a Party) in respect of continued employment (or resumed employment) or any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency other matter or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance deemed an amendment of any Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (New Plan or any dependents of such employees) will be treated as third party beneficiaries in other employee benefit plan or under this Agreement. 7.11agreement.

Employee Matters. (a) On No less than five (5) business days prior to Closing, Purchaser will offer all employees of Seller, other than those listed on Schedule 7.6, employment with Purchaser following the Closing on terms no less favorable in the aggregate than exist for such employees prior to the Closing Date, Buyer subject to such employees executing a standard offer letter and nondisclosure agreement as a condition to employment. Such employees shall not commence employment with Purchaser until the Closing Date. Those employees who accept Purchaser’s employment offer and who report for duty on the Closing Date are collectively referred to as “Hired Employees”. Nothing in this Agreement shall obligate Purchaser to maintain Seller’s employment terms or any Hired Employee’s employment for any period of time except insofar as shall be required by any agreement identified in Schedule 7.6. Seller shall cooperate with Purchaser’s efforts to employ and retain any such employees. At the Closing, Seller shall terminate those employees who accept employment with Purchaser and waive, for the benefit of Purchaser, any and all restrictions in any oral or written agreement with any Hired Employee, relating to noncompetition with Seller subsequent to termination of employment therewith. Any confidentiality agreements with Hired Employees shall be assigned to Purchaser. Except as set forth on Schedule 7.10 hereto (7.6 and also reflected on the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms Estimated Closing Date Balance Sheet, Purchaser does not assume, and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee Seller shall be similar to fully responsible for, the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment payment of any Transferred Employee with Seller under any severance, accrued but unused vacation and other plan benefits or arrangement maintained by Buyer payments related to or for any purposes other than as described above. (c) Notwithstanding anything to payable upon the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties termination of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretionemployees, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Sellerif applicable. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or compliance with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services all Laws relating to the event or condition that is the subject termination by Seller of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on Seller’s employees at or prior to the Closing Date including the Worker Adjustment and Buyer Retraining Notification Act, if applicable. At Closing, Seller will certify to Purchaser in writing the number of employees terminated or laid off in the ninety (90) days prior to Closing. After Closing, Purchaser shall be responsible for the payment of any Comp Claim compliance with WARN if the event which caused the injury or illness upon which the Comp Claim in fact WARN provisions are triggered by Purchaser’s actions, however if WARN is based occurred after the Closing Date. With respect triggered due to a Comp Claim based upon an injury misrepresentation by Seller of the number of employees terminated or illness that occurred over a period of time (such as exposure to asbestos, etc.), laid off by Seller shall be solely responsible if in the Comp Claim was made on or 90 days prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such eventClosing, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made WARN compliance required by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on state or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable federal law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. As of the Effective Time, Parent shall provide the employees of the Company who are employed by Parent or one of its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) On the Closing Date, Buyer shall offer employment comparable types and levels of employee benefits as those provided to those similarly situated employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms Parent or its Subsidiaries and conditions their dependents, as Buyerapplicable, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar pursuant to the title terms of the employee benefit arrangements of Parent (such arrangements the 66 “Parent Benefit Arrangements”), or (b) benefits under the Current Employee Benefit Plans, all or some of which the Parent may continue to sponsor on and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of after the Closing Date (hereafter the Transferred Employees“Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) With respect above, the Continuing Employees shall be entitled to each Transferred Employee, Buyer shall take into account participate in the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of Continued Plans from and after the Closing Date until such time that Parent suspends participation in or terminates such Continued Plans (Buyers Health and Insurance Planthe “Transition Period”); provided, (ii) that in any event, the Continuing Employees shall be entitled to participate in the Continued Plans for purposes the remainder of applying the participation requirements (but not 2009 calendar year. Upon the expiration of the Transition Period, the Continuing Employees shall then be entitled to participate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, Parent shall, for purposes of determining the extent eligibility to participate, vesting and entitlement to benefits where length of vesting or benefit service is relevant (including for purposes of vacation accrual) under Buyers pensionsuch Parent Benefit Arrangement and to the extent permitted by applicable Law, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) provide that such Continuing Employees shall receive service credit under such Parent Benefit Arrangement for purposes their period of determining vacation entitlement in accordance service with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything Company and its Subsidiaries and predecessors prior to the contrary contained hereinEffective Time, Buyer may except where doing so would cause a duplication of benefits. Parent shall waive all limitations as to preexisting condition exclusions (i) unilaterally change the salary (either by increase or decrease) and/or the title actively at work or similar limitations), evidence of insurability requirements and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever waiting periods with respect to participation and coverage requirements in connection with the Nonmedical, dental and vision benefits that such Continuing Employees may be eligible to receive pursuant to a Parent Benefit Arrangement after the Effective Time. Parent shall also provide the Continuing Employees with credit for any co-transferred Employeespayments, which liabilities deductibles and obligations offsets made pursuant to the applicable Current Employee Benefit Plans described in Section 3.20(g) for the purposes of satisfying any applicable deductible or out-of-pocket expenses under any Parent Benefit Arrangement in the calendar year, plan year or policy year (including, without limitation, all liabilities and responsibility for giving notice as applicable under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by terms of such Parent Benefit Arrangement) in which the Non- transferred Employees) Effective Time occurs; provided, that such Continuing Employees shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to timely provide continuation coverage to or Parent with back-up data with respect to any Non- transferred such co-payments, deductibles and offsets upon Parent’s request. Any vacation or paid time off that is accrued and unused by a Continuing Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the ClosingEffective Time shall be credited to such Continuing Employee following the Effective Time and thereafter shall be carried forward subject to Parent’s policies and procedures. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as followsNothing in this Section 5.10 shall: (ia) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create grant any rights or interestbenefits to any Person other than the Parties or (b) amend, except or may be construed as between Buyer and Seller and no present amending, any Employee Benefit Plan or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Parent Benefit Arrangement.

Employee Matters. (a) On Purchaser intends to continue the employment of the Employees after the Closing Date, Buyer shall offer employment to those employees of Seller set forth . For a period commencing on Schedule 7.10 hereto the Closing and ending on the one (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as 1)-year anniversary of the Closing Date (hereafter but not beyond the Transferred Employeestermination of the relevant employee if sooner). , Purchaser shall, or shall cause one of its direct or indirect Subsidiaries (bincluding, following the Closing, any Company) With respect to each Transferred Employeeto, Buyer shall take into account provide the period of continuous employment Employees with Seller solely (i) for the purpose of applying the waiting period requirements (employment at a base salary or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive wage rate and bonus plans, programs or arrangements and opportunities (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than change in control, retention, equity or equity-based or one-time bonuses) that are, in the aggregate, no less than the base salary or wage rate and bonus opportunities (other than change in control, retention, equity or equity-based or one-time bonuses) as described above. (c) Notwithstanding anything in effect with respect to such Employee immediately prior to the contrary contained hereinClosing, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable benefits to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees that are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect substantially comparable to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under benefits provided to the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred Employees immediately prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that deemed advisable by Purchaser in response to any Comp Claim made after global, national or local pandemic or similar event, Purchaser may change the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached heretocompensation, thenbenefits and/or other terms and/or conditions of employment of any Employee consistent with business needs, and in no such event, Seller action shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such treated as a discrimination or harassment claimbreach of this Section 6.7(a). For eligibility, Seller shall be responsible for vesting, and benefit accrual purposes under the payment employee benefit plans of all claims made prior Purchaser and its Affiliates providing benefits to the Closing Date and/or all claims based upon a course of conduct which was not continuing each Company’s Employees after the Closing Date, and Buyer Purchaser shall be responsible for use commercially reasonable efforts to credit each Company’s Employees with his or her years of service with the payment of all other claimsCompanies before the Closing Date, to the same extent as such Person was entitled before the Closing Date to such credit under a corresponding Company Benefit Plan; provided, however, that if Seller had actual knowledge that the foregoing shall not apply (i) to the extent such credit would result in a duplication of benefits, or (ii) with respect to retiree medical, defined benefit pension plans, or for purposes of qualifying for subsidized early retirement benefits. Except as otherwise set forth in this Section 6.7 or as may be specifically required by applicable Law, Purchaser shall not be obligated to require any claim made after Company to continue to provide any particular type of employee benefits or compensation to any Employee. To the extent applicable for the plan year in which the Closing Date was pending occurs, Purchaser shall use or threatened shall cause its Affiliates to use commercially reasonable efforts to (a) waive all waiting periods, pre-existing condition exclusions, actively-at-work and evidence of insurability requirements that would otherwise be applicable to an Employee dependent to the same extent as such requirements were no longer applicable under a corresponding Company Benefit Plan; and (b) provide each Employee and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Closing Date and under a Company Benefit Plan (to the same extent that such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for credit was given under the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods analogous Company Benefit Plan prior to the Closing Date up to the amount Date) in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code)satisfying any applicable deductible, from co-payment, coinsurance or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the maximum out-of-pocket requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified benefit plan of Purchaser or its Affiliates in which such Employee Plan of Sellerparticipates. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.1141

Employee Matters. (a) On the Closing Date, Buyer shall Purchaser may offer employment to those any employees (the “Employees”) employed by Seller at the Banking Centers as of the Effective Time (other than employees whose function does not relate exclusively to operation of any Banking Center). If Purchaser offers employment to any of the Employees (the “Transferred Employees”), then such Transferred Employees benefits will be generally equivalent to benefits offered by Purchaser to similarly situated employees of Purchaser. Except for Purchaser’s qualified and nonqualified pension plans (if any), Transferred Employees shall receive full credit for their prior service with Seller set forth on Schedule 7.10 hereto under Purchaser’s benefit plans and policies, including its vacation and sick leave policies, to the same extent as if such service had been with Purchaser. As of the Effective Time, the Transferred Employees and their dependents, if any, covered under Seller’s health insurance plan preceding the Effective Time shall be covered under Purchaser’s health insurance plan without being subject to any pre-existing condition limitations or exclusions. Transferred Employees shall not be required to satisfy the deductible and employee payments required by Purchaser’s comprehensive medical and/or dental plans for the calendar year of the Effective Time (i) to the Designated Employees). The Buyer shall offer employment on an at will basis extent of amounts previously credited during such calendar year under comparable plans maintained by Seller, or (ii) to each such Designated Employee on such terms and conditions the extent the same is waived in its entirety by the applicable insurer, as Buyer, determined by the applicable insurer in its sole discretion. The Purchaser will assume all sick and vacation time accrued, shall determine; providedbut not used, however, that (i) by the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar Transferred Employees up to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as date of the Closing Date (hereafter the Transferred Employees)Closing. (b) With respect to each Purchaser’s qualified and nonqualified pension plans, Transferred Employee, Buyer Employees shall take into account the period of continuous employment receive full credit for prior service with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed and with other entities to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iiiservice with any such entity is treated by Seller as service with it) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything their participation eligibility and vesting rights to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b)same extent as if such service had been with Purchaser. (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility Benefits under Purchaser’s pension plans for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled be determined solely with reference to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Purchaser.

Employee Matters. (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, Parent has agreed that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account for the period of continuous employment with Seller solely (i) for one year following the purpose of applying the waiting period requirements Effective Time, it shall provide (or cause any similar provisionsof its subsidiaries to provide) under employee benefits to each Fusion-io employee who remains employed by Parent or any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date its subsidiaries (Buyers Health and Insurance Plana "Continuing Employee"), that are no less favorable in the aggregate than the employee benefits (iiexcluding equity and equity-based compensation) provided to similarly situated employees of Parent. To the extent employee benefits are provided under the employee benefit plans of Parent or one of its subsidiaries, from and after the Effective Time, Parent is required to use reasonable best efforts to cause to be granted to such Continuing Employee credit for all service with Fusion-io and its subsidiaries prior to the Effective Time for purposes of applying the participation requirements eligibility to participate, vesting and entitlement to benefits where length of service is relevant (but not including for purposes of determining vacation accrual and severance pay entitlement), except that such service need not be credited to the extent that it would result in duplication of vesting coverage or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever benefits with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and same period of service. Each Continuing Employee is immediately eligible to participate in any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other Parent employee welfare benefit claims of the Transferred Employees and their eligible dependents plans to the extent coverage under any such claims are incurred Parent employee plan replaces coverage under a comparable Fusion-io employee plan in which such Continuing Employee participated immediately before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing DateEffective Time. With respect to any claim which is based upon a continuing course Parent employee plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Continuing Employee, Parent shall and shall cause its subsidiaries to use reasonable best efforts to (i) waive all waiting periods, pre-existing condition exclusions, evidence of conduct insurability requirements and actively-at-work or similar requirements of such Parent employee plan for such Continuing Employee and his or her covered dependents and (ii) cause any eligible expenses incurred by such as a discrimination Continuing Employee and his or harassment claim)her covered dependents under an applicable employee plan on the date such employee's participation in the corresponding Parent employee plan begins to be given full credit under such Parent employee plan for purposes of satisfying all deductible, Seller shall be responsible coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that applicable plan year as if Seller such amounts had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan been paid in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Parent employee plan.

Employee Matters. (a) On Pursuant to a separate disclosure statement of even date herewith, Seller has furnished to Purchaser a true and complete list and job title of each individual who is employed by Seller on the date hereof in connection with the Real Estate Business (the "Employees"), along with his or her date of hire, position, base salary or wage rate and most recent annual bonus. Prior to February 4, 2002, Purchaser will make offers of employment, to a majority of the Employees who are active employees of the Real Estate Business on that date, such offers to be effective as of the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer offers of employment of Buyer shall become employees of Buyer from Purchaser will be referred to herein as "Transferred Employees" and Seller will terminate its employment relationship with each Transferred Employee as of the Closing Date (hereafter Date. Except as otherwise provided herein, the terms and conditions of the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous ' employment with Seller solely (i) for Purchaser will be determined at the purpose sole discretion of applying Purchaser; provided that the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as with the same (or substantially comparable) employee pension and benefit plans, programs and arrangements that are available to similarly situated employees of Purchaser on the Closing Date (Buyers Health without regard to Seller's pension and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs and arrangements. In determining a Transferred Employee's eligibility to participate in and vesting under Purchaser's employee pension and benefit plans, programs and arrangements, and the level of vacation and sick pay benefits under Purchaser's policies, the Transferred Employees will receive full credit for all service with Seller prior to the Closing but any vacation or arrangements and (iii) sick time taken for purposes the year in which the Closing occurs while employed by Seller will reduce the amount of determining vacation entitlement in accordance with or sick time that will be available to the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan Purchaser's vacation or arrangement maintained by Buyer or for any purposes other than as described abovesick policy during the year in which the Closing occurs. (c) Notwithstanding anything Purchaser will cause its health care insurers to provide group health insurance coverage to the contrary contained hereinTransferred Employees without imposing any pre-existing condition exclusions, Buyer may (i) unilaterally change waiting periods or actively-at-work requirements, except to the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer extent such requirements were applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities Employee or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice dependent under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers 's applicable group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or immediately prior to the Closing Date Date. Any group health plan made available by Purchaser will provide credit for any deductibles, co-payments and Buyer shall be responsible for out-of-pocket limits applied or made with respect to each Transferred Employee in the payment calendar year of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. As of the Closing Date, Seller shall terminate all of its employees at the Hospital, and Buyer will make bona fide offers of "at will" employment commencing as of the Closing Date to all of such individuals at levels of salaries and wages consistent with their then current salaries and wages. Notwithstanding the foregoing, Buyer does not commit to and does not guarantee the continued employment of any individual for any specific period following Closing. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Buyer with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. Prior to the Closing, Seller will not temporarily or permanently close or shut down any "single site of employment" or any "facility" or any "operating unit," department or service within a single site of employment, as such terms are used in the Workers Adjustment Retraining and Notification Act (athe "WARN Act"). Seller represents that it has not had any such closures or shutdowns within the period of at least ninety (90) On days before the Closing. After the Closing, Buyer shall retain that number of employees as shall be necessary to avoid liability of Seller under the WARN Act. In respect of any such employees employed by Buyer, it shall provide such employees with employee benefits generally consistent with the benefits currently offered by Seller to such employees. To the extent Buyer has qualified retirement programs for such employees, it shall recognize the existing seniority of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual). In extending such benefits, Buyer shall waive pre-existing conditions limitations in Buyer's welfare benefit plans which might otherwise apply to such employees except to the extent employees have not satisfied such limitations under the current welfare benefits plans of Seller. Deductibles and out-of-pocket limits met and applied under Seller medical plans during 1999 shall be applied to any Buyer medical plans following the Closing Date. Buyer shall assume Seller's liability for accrued salary, paid time off and extended illness benefits related to such employees. In the event Buyer terminates the individual currently employed by Seller as Chief Executive Officer or the individual currently employed by Seller as Chief Financial Officer within twelve (12) months following the Closing Date, Buyer shall offer employment agrees to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each pay such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall individual severance benefits not be less than the salary set forth next severance benefits to which such employees name on Schedule 5.21 and (ii) individual would have been entitled under the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer severance policy, practice, program or plan of employment of Buyer shall become employees of Buyer Seller in effect as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided and attached as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcSchedule 10.12.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On From and after the Closing DateClosing, Buyer Purchaser shall offer employment comply with, or shall cause the Company to those employees comply with, the portion of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer Affected Benefit Plans transferred pursuant to this Section 7.1 and assume, or shall offer employment on an at will basis cause the Company to each such Designated Employee on such terms assume, all of Seller’s and conditions as Buyer, in its sole discretion, shall determine; provided, however, the Company’s Liabilities that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar are attributable to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (contributions or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored contribution histories assumed by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever Purchaser with respect to the Non-transferred Employees, which liabilities Affected Employees and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior Former Affected Employees relating to the Closing. (e) With respect to the Transferred Employees, Buyer Company Multiemployer Plans and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of SellerCompany Multiemployer Welfare Benefit Plans, regardless of when any such claim Liability arises or is submitted for paymentincurred. Buyer Notwithstanding the foregoing or any other provision of this Agreement, the terms and conditions of employment, including compensation and benefits, applicable to any Affected Employee who is covered by a Collective Bargaining Agreement shall be governed by the terms of the applicable Collective Bargaining Agreement and/or the federal labor Law. Purchaser shall be responsible for causing the payment of healthCompany to satisfy all Liabilities related to Affected Employees, accident and other employee welfare benefit claims of Transferred Former Affected Employees and their eligible dependents (but only with respect to the extent Liabilities specifically assumed by Purchaser under this Section 7.1), Affected Benefit Plans (with respect to the portion thereof transferred pursuant to this Section 7.1), and Company Multiemployer Welfare Benefit Plans, whether such claims are incurred Liabilities relate to periods prior to, on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to each Company Multiemployer Plan to which contributions are required to be made under a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.Collective Bargaining Agreement identified on Schedule 4.18(a), Seller or predecessor collective bargaining agreement attributable to the Business: (1) Purchaser agrees that it shall be solely responsible if allocated the Comp Claim was made on or prior contribution histories with respect to (A) Affected Employees and Former Affected Employees of the Company and Seller relating to the Closing Date Business, and Buyer shall be solely responsible if (B) any other individual who performed services for the Comp Claim was made after the Closing Date; provided, however, that if Company or Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior relating to the Closing Date and Business if for the period during which such pending individual performed services for the Company or threatened Comp Claim is not set forth Seller relating to the Business, contributions are or were required to be made with respect to a Company Multiemployer Plan under a Collective Bargaining Agreement identified on Schedule 5.22 attached hereto4.18(a), then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior predecessor collective bargaining agreement attributable to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is madeBusiness; and (iv2) Buyer Purchaser covenants that the obligation to contribute the contributions required to be made to any such Multiemployer Plan shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount be continued without interruption in the aggregate included as manner required under Section 4218 of ERISA to prevent the occurrence of a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess “withdrawal” by reason of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or transactions contemplated under this Agreement. 7.11.

Employee Matters. (a) On Effective as of the Closing Date, Buyer Purchaser shall offer employment take all commercially reasonable actions necessary to those employees permit each Employee to be eligible to participate in the employee benefit plans, programs, policies or arrangements of Seller set forth on Schedule 7.10 hereto (Purchaser, subject to the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determinethereof; provided, however, that (i) the salary initially employment of Employees subject to be offered a collective bargaining agreement to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee which a Company subscribes shall be similar to governed by the title and duties set forth next to terms of such employees name on Schedule 5.21agreement. All such Designated Employees who accept such offer Purchaser will cause each of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or its employee benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plansprograms, policies or arrangements and its vacation, sick leave and all other leave of Buyer applicable absence policies to the Transferred Employeestake into account, including, without limitationfor purposes of eligibility and vesting, the plans, policies and arrangements length of Buyer referred to in Section 7.10(b). (d) service of such Employees of Seller who do not become Transferred Employees are collectively referred to herein as with the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or Companies prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim as if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestosservice were with Purchaser, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if same extent that such service was credited under the Comp Claim was made after the Closing Datecomparable Seller’s plan or policy; provided, however, that if Seller had actual knowledge that any Comp Claim made shall provide Purchaser, no later than 30 days after the Closing Date was pending Closing, a list of the length of service of each of the Employees under each corresponding Seller’s plan and policy. No Employee (or threatened any eligible dependent) who was, immediately prior to the Closing Date and such pending Date, covered under any life or threatened Comp Claim is not set forth disability insurance plan of Seller will be excluded from coverage under the corresponding plan of Purchaser on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment basis of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior pre-existing condition except to the Closing Date and Buyer shall be responsible for extent that coverage was limited or excluded under the payment corresponding life or disability insurance of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claimsSeller’s plan; provided, however, that if Seller had actual knowledge that coverage under any claim made after life or disability insurance plan of Purchaser shall only be provided to an Employee as of the first date on or following the Closing Date was pending on which such Employee is “actively at work”, within the meaning of such life or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment disability insurance plan of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability)Purchaser. Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to Each Employee who participated immediately before the Closing Date in excess Seller’s group health plan(s) shall be entitled to participate in a comparable group health plans of Purchaser, subject to the Vacation Liabilityterms and conditions thereof. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers Purchaser shall cause its 401(k) plan to accept a rollover, at any time after the ClosingEmployee’s request, subject to of such Employee’s entire account balance and loan, if any, from the Seller providing Buyer with satisfactory evidence 401(k) Plan; provided, however, that the distributing plan meets the requirements for qualification under Section 401(aobligation of Purchaser’s 401(k) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller accept rollovers which include loans shall be responsible limited as follows: (A) only loans to make such severance payments only Employees who elect to roll over the entire account balance and who are not in default with respect to the first five Transferred Employees loan at the time of the rollover, are required to be accepted; (B) Purchaser may impose such reasonable procedural requests as provided it deems necessary or appropriate to facilitate such rollovers (including, for example, requiring that such rollovers occur at not more than two specified times acceptable to Purchaser), and (C) Seller shall amend the Seller 401(k) Plan to ensure that such rollovers are permitted in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends accordance with this Section 7.10 to create any rights or interest, except as between Buyer 5.14(f) and Seller and no present or future employees of either party (or any dependents furnish Purchaser with a copy of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11amendment prior to the Closing.

Employee Matters. (a) On Until December 31, 2011, the Closing Date, Buyer shall offer employment continue to those employees of Seller set forth maintain the Company Plans as in effect on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as BuyerEffective Time or, in its sole discretion, shall determine; providedthe Buyer may provide the employees identified on Section 2.21(a) of the Disclosure Schedule who are employed by the Company at the Effective Time (each a “Continuing Employee”) with benefits under the Buyer’s employee benefit plans on substantially the same basis, howeverin the aggregate, that (i) the salary initially as those provided to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become similarly situated employees of Buyer as the Buyer. For purposes of the Closing Date determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (hereafter the Transferred Employees). (b) With respect to each Transferred Employeeincluding for purposes of vacation accrual, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisionswhere applicable) under any group healthBuyer employee benefit plan (other than a defined benefit plan) and to the extent permitted by applicable law, accident or life insurance plan maintained or sponsored by or contributed to by the Buyer shall provide that the Continuing Employees shall receive service credit under which coverage of all Transferred Employees will be provided as each of the Closing Date Buyer’s employee benefit plans (Buyers Health and Insurance Plan), (iiother than a defined benefit plan) for purposes their period of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance service with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title Company and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred its predecessors prior to the Closing, except where doing so would cause a duplication of benefits. The Buyer shall waive all limitations as to preexisting conditions exclusions (e) With or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to the Transferred Employees, Buyer participation and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents coverage requirements applicable to the extent Continuing Employees under any medical, dental and vision plans that such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall employees may be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and participate in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for to the payment extent such waiver is permitted by the terms of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending applicable employee plan. Any vacation or threatened paid time off accrued but unused by a Continuing Employee as of immediately prior to the Closing Date and Effective Time shall be credited to such pending Continuing Employee following the Effective Time (“Carry Over Vacation”). The Buyer shall have the sole discretion to determine the manner in which future vacation or threatened claim is paid time off accrues, taking into account the balance of any Carry Over Vacation; provided that no Carry Over Vacation shall be subject to forfeiture. The Continuing Employees are not set forth on Schedule 5.22 attached hereto, thenthird-party beneficiaries of the provisions of this Section, and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder. Nothing in such eventthis Agreement, Seller express or implied, shall be responsible for construed to prevent the payment Buyer or the Surviving Corporation from (i) terminating, or modifying the terms of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect toemployment of, any Transferred Continuing Employee of following the Effective Time or (ii) terminating or modifying to any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at extent any time after the Closingemployee benefit or other compensatory plan, subject to Seller providing Buyer with satisfactory evidence program, agreement or arrangement that the distributing plan meets Buyer or the requirements for qualification under Section 401(a) Surviving Corporation may establish or maintain. No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant or undertaking that suggests that an employee benefit or other compensatory plan, program, policy or arrangement will be amended shall be effective only upon the adoption of the Code in form and in operation and distributions may properly be made from such Plan a written amendment in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any amendment procedures of such Transferred Employees are terminated by Buyer for any reason thenplan, and in such eventprogram, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency policy or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11arrangement.

Employee Matters. (a) On The Buying Entities shall, and shall cause their Subsidiaries to, honor in accordance with their terms all agreements, contracts, arrangements, commitments and understandings described in Schedule 5.13 of the Closing DateCompany Disclosure Schedule. (b) Except with respect to accruals under any defined benefit pension plans, Buyer shall offer employment to those Reckson will, or will cause the Surviving Entity and its Subsidiaries to, give all active employees of Seller set forth on Schedule 7.10 hereto the Company who continue to be employed by the Company as of the Effective Time ("Continuing Employees") full credit for purposes of eligibility, vesting and determination of the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as level of benefits under any employee benefit plans or arrangements maintained by Buyer, in the Surviving Entity or any Subsidiary of Buyer or the Surviving Entity for such Continuing Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. Reckson will, or will cause the Surviving Entity and its sole discretionSubsidiaries to, shall determine; provided, however, that (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the salary initially Continuing Employees under any welfare plan that such employees may be eligible to be offered to each such Designated Employee shall not be less participate in after the Effective Time, other than the salary set forth next limitations or waiting periods that are already in effect with respect to such employees name on Schedule 5.21 and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Continuing Employees immediately prior to the Effective Time, and (ii) the title provide each Continuing Employee with credit for any co-payments and duties initially to be offered to each such Designated Employee shall be similar deductibles paid prior to the title and duties set forth next to Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of are eligible to participate in after the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described aboveEffective Time. (c) Notwithstanding anything to Reckson shall not, and shall not permit the contrary contained hereinSurviving Entity or any of its Subsidiaries to, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after prior to 90 days following the Closing Date and (ii) at Buyers sole discretion, change or eliminate any date of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, includingClosing, without limitation, complying fully with the plans, policies notice and arrangements other requirements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and of 1988 (the "WARN Act"), effectuate (i) a "plant closing" as defined in the WARN Act affecting any and all severance single site of employment or one or more facilities or operating units within any single site of employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code Surviving Entity or any of its Subsidiaries; or (COBRA)ii) a "mass layoff" as defined in the WARN Act affecting any single site of employment of the Surviving Entity or any of its Subsidiaries; or any similar action under applicable state, local or foreign law requiring notice to provide continuation coverage to employees in the event of a plant closing or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred layoff. (d) At or prior to the Closing. (e) With respect to the Transferred Employees, Buyer Reckson shall fully and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan unconditionally guaranty in accordance with applicable law. Except as provided abovetheir terms the severance agreements, Buyer contracts, arrangements and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on commitments and understandings described in Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any 5.13 of the Transferred EmployeesCompany Disclosure Schedule. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11SECTION 5.14

Employee Matters. (a) On From the Closing DateEffective Time through the last day of Parent’s 2013 fiscal year, Buyer each employee of the Company or a Company Subsidiary who remains in the employment of Parent or a Parent Subsidiary following the Effective Time (a “Continuing Employee”) shall offer employment receive a base salary no lower than the base salary provided to those employees of Seller set forth on Schedule 7.10 hereto (such Continuing Employee immediately prior to the Designated Employees)Effective Time. The Buyer For Parent’s 2013 fiscal year, each Continuing Employee shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be have a target annual bonus opportunity from Parent no less than his or her target annual bonus opportunity for calendar year 2012 (and any such Parent bonus shall be pro-rated to reflect that the salary set forth next to such employees name on Schedule 5.21 Effective Time occurs after the start of Parent’s 2013 fiscal year, if applicable), and (ii) receive an annual equity grant that is substantially comparable in amount and terms to the title equity grant provided to similarly situated employees of Parent for such year; provided that if Parent grants annual equity awards to Continuing Employees in respect of Parent’s 2013 fiscal year after the time that it grants such awards in respect of such fiscal year to similarly situated Parent employees, the applicable vesting periods and duties initially vesting dates for such awards granted to be offered Continuing Employees shall coincide with the vesting periods and dates of comparable equity awards granted to similarly situated Parent employees. From the Effective Time through December 31, 2013 (the “Continuation Period”), each such Designated Continuing Employee shall be similar entitled to continue to participate on the same basis in the Surviving Company’s health, welfare and retirement benefit plans as the Continuing Employee participated immediately prior to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of Effective Time in the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group Company’s health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health welfare and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or retirement benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with during the express terms of Buyers vacation policies as may exist for time to time. Buyer Continuation Period Parent shall not recognize amend or terminate or cause the period of employment of Surviving Company to amend or terminate any Transferred Employee with Seller under any other such health, welfare or retirement benefit plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to required by Law or in a manner which would not have an adverse impact on the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice benefits provided under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcplan.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On As soon as practicable following the Closing Date(using reasonable best efforts to accomplish the transition by the later of January 1, Buyer shall offer employment to those 1999 or 90 days after Closing), all employees of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries who remain employed by the Company or its Subsidiaries (or who become employed by Parent or its Subsidiaries) immediately after the Closing ("Company Employees"), and their dependents and beneficiaries if applicable, shall be eligible to participate in the employee benefit and compensation arrangements, plans, programs and practices of the Parent generally applicable to other similarly situated employees of the Parent (the Designated Employees"Parent Plans"). The Buyer Company Employees shall offer employment on an at will basis be credited with all service with the Company and its Subsidiaries and their predecessors prior to each such Designated Employee on such terms the Closing for purposes of determining eligibility to participate, vesting and conditions as Buyerbenefit accrual (to the extent applicable) in the Parent Plans, in its sole discretion, shall determine; provided, however, that but not for (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer purposes of employment of Buyer shall become employees of Buyer as benefit accruals under any of the Closing Date (hereafter Parent's defined benefit pension plans, or the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period schedule of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) benefits under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health Parent's severance pay and Insurance Plan)short-term disability plans and programs, (ii) eligibility to receive post-retirement ancillary benefits (consisting at this time of medical, dental, death and telephone concession benefits) or (iii) calculating Parent service for purposes of applying "bridging" prior Parent service under Parent Plans. In the participation requirements event any Company Employee's employment with Parent or 40 45 its Subsidiaries is involuntarily terminated (but not other than for purposes cause) prior to the first anniversary of determining the extent of vesting or Closing, such Company Employee shall receive a severance benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement calculated in accordance with the express terms schedule of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any benefits set forth in Section 7.12 of the plansCompany Disclosure Statement, policies taking into account all years of such Company Employee's service, including service with the Company or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies its Subsidiaries and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred their predecessors prior to the Closing. (e) With respect to the Transferred EmployeesThereafter, Buyer and Seller hereby agree as follows: (i) Seller Company Employees who remain employed by Parent or its Subsidiaries shall be responsible for eligible to participate in the payment of any healthapplicable Parent severance pay plan, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable benefits payable under the applicable Employee Plans terms of Seller, regardless of when any such claim is submitted for payment. Buyer plan shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent based on such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had Company Employee's actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency Parent or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 its Subsidiaries from and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11after Closing.

Employee Matters. (a) On Before the Closing DateClosing, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) shall prepare a list of the salary initially names of all persons on the payroll of Seller and the amounts to be offered due on the Closing Date as are required to each such Designated Employee shall not be less than the salary set forth next paid to satisfy all compensation obligations to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer (ii) will not, without Buyer’s prior written consent, enter into any agreement with its employees, increase the rate of compensation or bonus payable to or to become payable to any employee, or effect any changes in the management, personnel policies, or employee benefits, except in accordance with existing employment practices. As of the Closing Date, Seller shall (x) terminate all of its employees, and (y) be solely responsible for and shall pay to each person previously or currently employed by Seller (including all employees that have been or will be terminated by Seller) all wages, compensation, bonuses, deferred compensation, overtime, profit sharing benefits, workers’ compensation, sick pay, vacation, personal days and severance pay benefits accrued through and including the payment Closing Date. It is Buyer’s intention to hire Xxxxx Xxxxxxxx as provided herein and to offer to hire on the Closing Date, subject to Buyer’s standard screening process, a substantial portion of all the other claims; providedcurrent active employees of Seller, howeverexcept those employees on lay-off, leave of absence, long-term disability, and short-term disability, who shall remain the responsibility of Seller. Buyer is making no representation or warranty that if Seller had actual knowledge that Buyer will hire any claim made after employee of Seller. No such responsibility or obligation shall constitute an Assumed Liability in any way whatsoever. Any employee whose compensation is based upon commissions earned through the Closing Date was pending or threatened prior to shall be paid such commissions following the Closing Date and as soon as is reasonably practicable following the calculation of such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability)amounts. Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts retain all liabilities under any qualified Employee Plan of Selleremployee plans/agreements. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan assuming, and shall not have any responsibility whatsoever for the continuation of, or any other severance plan to liability under or in connection with any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11employee plans/agreements.

Employee Matters. (ai) Within five (5) business days after the execution of this Agreement ("Interview Period"), the Buyer shall have the right to interview the employees listed on SCHEDULE 6(c). On or before the fifth (5th) business day after the Interview Period, the Buyer shall deliver to the Seller a list of any such employees ("Employees") that the Buyer desires to make an offer of employment. At the Closing, the Buyer shall make offers of employment to each Employee at salaries, wages and benefits that are in the aggregate comparable with the salaries, wages and benefits as paid by the Seller and its subsidiaries on the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar waive any preexisting condition limitations applicable to the title Employees and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as any covered dependents under the group medical plan of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan)its Affiliates, (ii) ensure that Employees are given full credit for purposes all copayments and deductibles incurred by such Employees and covered dependents under the applicable group medical plan of applying the participation requirements (but not Seller and its subsidiaries for purposes of determining the extent of vesting or benefit accrual) under Buyers pension1998 plan year, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) cause any such plan that is an Employee Pension Benefit Plan and that is intended to be qualified under Section 401 of the Code to credit Employees for participation and vesting purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist only under such plan for time to time. Buyer shall not recognize the their period of employment of any Transferred Employee with the Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees its subsidiaries and their eligible dependents predecessors to the extent such claims are incurred before predecessor employment was recognized by any tax-qualified pension plan of the Closing Date Seller and are not excludable its subsidiaries and credit Employees for their period of employment with the Seller and its subsidiaries for purposes of participation or accruals under any vacation, sick leave or other service-based plan or policy (other than any severance or pension plan or policy) of the applicable Buyer or its Affiliates. (ii) The Buyer agrees that, if any Employee Plans of Seller, regardless of when any such claim who accepts employment with the Buyer is submitted for payment. terminated from employment by the Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date but on or before the first anniversary thereof for any reason other than cause, or is required to transfer to a job location that is more than 50 miles from his or her current job location or to take a reduction in salary, wages or benefits, but refuses such transfer or reduction and are not excludable terminates his or her employment with the Buyer, the Buyer shall provide the Employee with (A) a lump sum cash severance payment equal to the severance to which such Employee would have been entitled under the express terms severance policy of Buyers Health the Seller attached as SCHEDULE 6(c)(ii) based upon such Employee's years of service and Insurance Plansalary with the Seller and its subsidiaries and their predecessors to the extent such predecessor employment is recognized by such severance policy, and (B) continued health insurance coverage for the Employee and his or her dependents under Part 6 of Title I of ERISA (COBRA) at a cost to the Employee that is not in excess of the cost of coverage for active employees of the Buyer or its Affiliates who were formerly employed by the Seller or its Affiliates. For purposes of this Section 7.10(esubparagraph (ii), a health or accident claim termination shall be deemed to have been incurred when the services relating to the event or condition that for cause if it is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (conduct such as exposure to asbestosfraud, etc.)embezzlement, Seller shall be solely responsible if theft, commission of a felony or any other criminal act against the Comp Claim was made on Buyer or prior to the Closing Date its Affiliates or deliberate and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date substantial disregard of assigned duties and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is maderesponsibilities. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment As of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect , the Buyer shall make available (or cause one of its Affiliates to any claim which is based upon make available) a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible defined contribution plan for the payment benefit of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing Employees (" Buyer DC Plan"). As promptly as practicable after the Closing Date, the Seller shall cause the trustee of the El Paso Energy Corporation Retirement Savings Plan ("Seller DC Plan") to transfer to the trustee of the Buyer DC Plan, and the Buyer shall be responsible for cause the payment trustee of all other claims; providedthe Buyer DC Plan to accept, however, that if the account balances of each Employee with respect to whom the Seller had actual knowledge that any claim made after DC Plan maintains an account as of the close of business on the Closing Date was pending or threatened Date. Such transfers shall be equal to the value of the transferred account balances as of the close of business on the day preceding the date of transfer and shall be in cash (or, in the case of participant loans granted prior to the Closing Date Date, if any, such loans and promissory notes or other documents evidencing such pending loans). The Buyer DC Plan shall protect, maintain and continue any rights or threatened claim is not set forth on Schedule 5.22 attached heretofeatures of the Seller DC Plan that, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior pursuant to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess provisions of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31411(d)(6) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within are required to be continued for the meaning of Section 401(a)(31) benefit of the Code) from Sellers 401(k) plan at any time after Employees, but only to the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under extent required by Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller411(d)(6). (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Pland). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Subject to the provisions of Section 7.2(b), the Parent will, or will cause its Subsidiaries to, continue to employ, commencing as of the Closing Date, Buyer shall offer employment to those each of the employees of Seller set forth the Company and its Subsidiaries who are employed (including those who are on maternity and paternity leave, vacation, sick leave, short-term, military leave, jury duty, death leave, and any other permitted absence from employment) immediately prior to the Closing Date and whose name are listed on Company Disclosure Schedule 7.10 hereto (the Designated Employees7.2(a). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept continue in such offer of employment of Buyer shall become employees of Buyer with the Parent or its Subsidiaries (including the Surviving Corporation) are herein referred to as of “Continuing Employees”. For the six month period immediately following the Closing Date (hereafter except for bonus opportunities, which shall be payable through December 31, 2010), the Transferred Employees). (b) With respect to each Transferred EmployeeParent shall, Buyer or shall take into account the period of continuous employment with Seller solely cause its Subsidiaries to, provide (i) for the purpose of applying the waiting period requirements (each Continuing Employee with a base wage or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive base salary and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement opportunities that are no less favorable in accordance with the express terms of Buyers vacation policies as may exist for time aggregate to time. Buyer shall not recognize the period of employment of any Transferred such Continuing Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything those in effect immediately prior to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any the Continuing Employees with Benefit Plans which are in the aggregate no less favorable than those provided to the Continuing Employees immediately prior to the Closing Date under the Company Benefit Plans. Company Disclosure Schedule 7.2(a) contains a correct and complete list of the plans, policies base wage or arrangements base salary and bonus opportunity of Buyer applicable each Continuing Employee prior to the Transferred Employees, including, without limitation, Closing and a description of all the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made benefits offered by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations Company and its Subsidiaries to Continuing Employees under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred Benefit Plan prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on On or after the Closing Date Date, the Parent shall cause the Surviving Corporation to credit for purposes of eligibility to participate and are not excludable vesting under all Benefit Plans (other than any equity incentive plans) maintained by the Parent and its Subsidiaries, for the Continuing Employees’ service with the Company and its Subsidiaries to the same extent recognized by the Company and its Subsidiaries under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or Company Benefit Plans immediately prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestoseach Continuing Employee whose employment is terminated by the Parent following the Closing, etc.), Seller the Parent shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon provide severance benefits which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount are no less favorable in the aggregate included as a liability therefor on than those to which the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Continuing Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification would have been entitled under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Policies.

Employee Matters. (a) Seller shall, at its sole cost and expense, bear all responsibility and liability for Employees’ wages, vacation pay, paid time off, expense reimbursements, bonus and incentive payments, severance payments, pension, profit sharing or retirement benefits, unemployment insurance and all other employment-related liabilities related to any and all periods prior to the Closing Date, and Buyer shall have no liability whatsoever for such responsibilities and liabilities of Seller. Seller shall accept the resignation of all Seller Employees set forth on Section 5.5 of the Disclosure Schedule. On or prior to the Closing Date, effective on the Closing Date, Buyer shall offer employment to hire those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Employees previously identified by Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21for employment by Buyer. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities duty, obligation or obligations whatsoever with respect liability to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made Employee hired by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or Buyer with respect to any Non- transferred Employee and obligations related to any other person entitled to and all periods on or after the Closing Date, and such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller obligations shall be responsible for the payment sole responsibility of Buyer. Seller and Buyer shall cooperate reasonably with each other to provide an orderly administrative transition to Buyer of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. hired by Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date in connection with the transaction contemplated in this Agreement, including the provision by Seller to Buyer of all necessary or appropriate documents, records, e-mail files and are folders, materials, accounting files and tax information with respect to each such Employee (other than Excluded Property). If Seller offers any severance pay, separation of employment package or similar benefit to any Employee conditioned upon the signing of a release of legal claims by such Employee, Seller will include Buyer by name and its Affiliates, as well as any successors and assigns to Seller in such release language as a released party. Seller and each of its Affiliates will not excludable under directly or indirectly solicit, induce or encourage any Employee subsequently employed by Buyer to leave his or her employment with Buyer or to work with another employer for a period of two (2) years following the express terms of Buyers Health and Insurance PlanClosing Date. For purposes of this Section 7.10(e)5.5, a health or accident claim all references to Buyer shall be deemed to have been incurred when the services relating to the event or condition that is the subject include any Affiliate of the claim are performed or the supplies relating to Buyer which employs any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred Employee on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. (a) On the Closing Date, Buyer Purchaser shall offer employment to those all employees (the “Employees”) employed by Seller at the Banking Centers as of the Effective Time (other than employees whose function does not relate exclusively to operation of one or more of the Banking Centers), in their then respective current functional positions and locations with remuneration not less than levels at the Effective Time and benefits generally equivalent to benefits offered by Purchaser to similarly situated employees of Purchaser. Except for Purchaser’s qualified and nonqualified pension plans (if any), Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) shall receive full credit for their prior service with Seller set forth on Schedule 7.10 hereto under Purchaser’s benefit plans and policies, including its vacation and sick leave policies, to the same extent as if the service had been with Purchaser. As of the Effective Time, the Transferred Employees and their dependents, if any, covered under Seller’s health insurance plan preceding the Effective Time shall be covered under Purchaser’s health insurance plan without being subject to any pre-existing condition limitations or exclusions. Transferred Employees shall not be required to satisfy the deductible and employee payments required by Purchaser’s comprehensive medical and/or dental plans for the calendar year of the Effective Time (i) to the Designated Employees). The Buyer shall offer employment on an at will basis extent of amounts previously credited during such calendar year under comparable plans maintained by Seller, or (ii) to each such Designated Employee on such terms and conditions the extent the same is waived in its entirety by the applicable insurer, as Buyer, determined by the applicable insurer in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Purchaser’s qualified and nonqualified pension plans, Transferred Employee, Buyer Employees shall take into account the period of continuous employment receive full credit for prior service with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed and with other entities to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iiiservice with any such entity is treated by Seller as service with it) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything their participation eligibility and vesting rights to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein same extent as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible service had been with Purchaser. Benefits under Purchaser’s pension plans for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled be determined solely with reference to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Purchaser.

Employee Matters. (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, Parent agrees that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer for a period of at least twelve (12) months thereafter (or until termination of employment, if earlier), Parent shall be responsible for provide, or shall cause the payment Surviving Corporation or one of all Parent’s other claims; providedSubsidiaries to provide, howeverto each Continuing Employee, (i) an annual base salary or an hourly wage rate, as applicable, that if Seller had actual knowledge is not less than that any claim made after the Closing Date was pending or threatened provided to such Continuing Employee immediately prior to the Closing Date Closing, and (ii) employee benefits that are reasonably comparable, in the aggregate, to those provided to such pending or threatened claim Continuing Employee by the Company as of the date hereof or, if the provision of such benefits package is not set forth on Schedule 5.22 attached heretoreasonably practicable, thenemployee benefits that are reasonably comparable, in the aggregate, to those provided to employees of Parent and its Subsidiaries working in substantially similar positions. All Continuing Employees shall either (i) be eligible to continue to participate in the Surviving Corporation’s health and welfare benefit plans (to the same extent such event, Seller shall be responsible for Continuing Employees were eligible to participate under the payment of any such claim regardless of when such claim is made; Company’s health and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods welfare benefit plans immediately prior to the Closing Date up Effective Time) or (ii) if Parent or the Surviving Corporation terminates any such Company Employee Plan that is a health or welfare benefit plan, then the Continuing Employees shall be eligible to participate in Parent or the Surviving Corporation’s health and welfare benefit plans to the amount extent that coverage under such plans is replacing coverage under a Company Employee Plan in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued which such Continuing Employee participated immediately prior to the Effective Time or to the extent as similarly situated employees of Parent, as applicable. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates following the Closing Date and in excess which any Continuing Employee (or the spouse, domestic partner or any dependent of the Vacation Liability. any Continuing Employee) participates or is eligible to participate (feach, a “Parent Benefit Plan”) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers to treat, for all purposes (including direct rollovers pursuant eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit plan,” as defined in Section 401(a)(313(35) of the CodeERISA), from all service with the Company (and predecessor employers to the extent that the Company or any Company Employee Plan provides past service credit) as service with respect toParent, any Transferred Employee of any eligible rollover distribution (the Surviving Corporation and their respective Subsidiaries. Parent, the Surviving Corporation and their respective Subsidiaries shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 401(a)(313(1) of the CodeERISA, (i) from Sellers 401(k) plan at to waive any time after the Closingand all eligibility waiting periods, subject to Seller providing Buyer with satisfactory actively-at-work requirements, evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form insurability requirements, pre-existing condition limitations and in operation other exclusions and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only limitations with respect to the first five Transferred Continuing Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Company Employee Plan, and (as provided ii) to recognize for each Continuing Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Employee Plan during the plan year in which occurs the later of the Closing Date and the date on which the Continuing Employee begins participating in such Parent Benefit Plan; provided, that no such prior service shall be taken into account to the extent it would result in the Severance Plan) so terminated by Buyer on duplication of benefits to any Continuing Employee or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees in violation of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11ERISA.

Employee Matters. At least five (a5) On days before the Closing Date, Buyer shall offer issue, or shall cause its Affiliate to issue, written offers of employment to those employees all Employees whose primary duties involve maintaining or providing services to the Properties in the field (“Field Employees”) subject to each Field Employee passing the standard pre-employment background check and drug-screening procedure of Seller Buyer or its Affiliate. The list of Field Employees is set forth on Section 8.10 of the Disclosure Schedule. Buyer or its Affiliate shall also be permitted to make written offers of employment to Employees who are not designated on Section 8.10 of the Disclosure Schedule 7.10 hereto (as Field Employees only with prior written permission from Seller. All employment offers issued by Buyer or its Affiliate under this Section 8.10 shall be conditioned on the Designated Employees). The Buyer Closing and effective from and after the Closing Date and shall offer employment on an provide for the same regular salary or hourly rate, as applicable, as each Employee had with Seller immediately before the Closing Date for at will basis to each such Designated Employee on such least one year following the Closing Date, plus substantially similar other terms and conditions of employment (including without limitation position, title, duties, responsibilities, insurance and other employee benefits, bonus opportunity, incentive opportunity, vacation, sick, or other paid leave) as Buyer, Buyer and its Affiliates provide to similarly situated employees. Buyer shall notify Seller in its sole discretion, writing and Buyer and Seller shall determine; provided, however, that confer at least two (i2) days before the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar Closing Date as to the title and duties set forth next to identities of such employees name on Schedule 5.21. All such Designated Employees who accept such offer have accepted Buyer’s offers of employment (the “Hired Employees”). Seller will accept the resignation or terminate the employment of Buyer shall become employees of Buyer the Hired Employees effective as of the date immediately before the Closing Date (hereafter Date. On and after the Transferred Employees). (b) With respect to each Transferred EmployeeClosing Date, Buyer shall take into account the period of continuous employment cause each Hired Employee to receive full credit for such Employee’s service with Seller solely (i) for the purpose of applying the waiting period requirements (or and any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) predecessor for purposes of applying the participation requirements eligibility, benefit level and accrual (but not for purposes of determining the extent of benefit accruals under defined benefit pension plans), and vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by benefit plans made available to employees of Buyer or for any purposes other than as described above. (c) Notwithstanding anything Affiliate of Buyer that employs the Hired Employees in which a Hired Employee participates to the contrary contained herein, Buyer may (i) unilaterally change the salary (either same extent recognized by increase Seller or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred Insperity immediately prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior such service shall not be recognized to the Closing Date and extent that such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and recognition would result in such event, Seller shall be responsible for the payment a duplication of any such Comp Claim regardless of when such Comp Claim is made. (iii) With benefits with respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment same period of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date service. On and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall or shall cause any Affiliate that employs the Hired Employees to make reasonable efforts to (A) waive any preexisting condition limitations otherwise applicable to Hired Employees and their eligible dependents under any plan of Buyer or its Affiliate that provides health benefits in which Hired Employees may be responsible for eligible to participate on and after the payment Closing and (B) waive any waiting period limitation or evidence of all other claimsinsurability requirement that would otherwise be applicable to a Hired Employee and his or her eligible dependents on or after the Closing Date, in each case to the extent such Hired Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous employee plan of Seller or Insperity immediately prior to the Closing Date; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to any insured plan the first five Transferred Employees (as provided in the Severance Plan) so terminated by obligations of Buyer on or before April 19, 1997 and Buyer its Affiliate hereunder shall be responsible limited to make (i) requesting in good faith that the applicable insurer implement such severance payments to all other Transferred Employeesactions, and (ii) incurring any reasonable administrative costs related thereto, if necessary. (h) Neither Buyer nor Seller intends The provisions of this Section 7.10 8.10 are intended to create benefit the parties to this Agreement and the Affiliate(s) of each Company referenced in this Section 8.10 and nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any other Person (including for the avoidance of doubt any Employees) other than the parties to this Agreement, the Affiliate(s) of each Company referenced in this Section 8.10, and their respective permitted successors and assigns, any legal or equitable or other rights or interest, except as between Buyer and Seller and no present remedies under or future employees by reason of either party (or any dependents provision of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. (a) On As of the Closing Date, Buyer Sellers shall terminate all of the employees of the Hospital, and Buyer, subject to Buyer’s standard hiring practices and policies, shall offer employment to all active employees in good standing, commencing as of the Closing Date in positions and at compensation levels consistent with those being provided by Sellers immediately prior to the Closing Date. Nothing herein shall be deemed (i) to affect or limit in any way normal management prerogatives of Buyer with respect to employees, (ii) to create or grant to any such employees third party beneficiary rights or claims of any kind or nature, (iii) to be construed as an amendment, waiver or creation of any Benefit Plan, Buyer benefit Plans or other employee benefit plan, (iv) limit in any way the right of the Hospital, Sellers, thier Subsidiaries, Buyer, or their respective affiliates to amend or terminate any Benefit Plan or Buyer benefit plan at any time, or (iv) create any right to employment, continued employment, or any term or condition of employment with the Hospital, Sellers,their Subsidiaries, or Buyer, or their respective affiliates. In respect of the employees employed by Buyer, Buyer shall provide such employees with employee benefits consistent in the aggregate with the benefits generally offered to employees of Seller set forth on Schedule 7.10 hereto (Buyer and its Affiliates and, to the Designated Employees). The extent Sellers have qualified retirement programs for such employees, Buyer shall offer employment on an at will basis to each recognize the years of service of such Designated Employee on employees and shall provide credit under such terms plans for purposes of determining eligibility and conditions as Buyer, in its sole discretion, shall determinevesting (but not benefit accrual); provided, however, that (i) no such credit need be given in respect of any new plan commenced or participated in by Buyer in which no prior service credit is given or recognized to or for other plan beneficiaries. In extending such benefits, Buyer shall use commercially reasonable efforts, subject to the salary initially consent of the applicable insurer, to be offered to each such Designated Employee shall not be less than the salary set forth next waive pre- existing conditions limitations in Buyer’s welfare benefit plans which might otherwise apply to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar except to the title and duties set forth next to extent employees have not satisfied such employees name on Schedule 5.21. All such Designated Employees who accept such offer limitations under the current welfare benefit plans of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to timeSellers. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or give credit to all hired employees for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title their actual accumulated and duties of any Transferred Employee at any time after the Closing Date unused vacation and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents holiday pay to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount included in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Net Working Capital.

Employee Matters. Publisher shall reimburse Donnelley for severance payments (a"Severance Payments") On the Closing Date, Buyer shall offer employment made to those employees of Seller set forth on Donnelley who are terminated from employment by Donnelley solely because the sales support services and functions (as identified in Schedule 7.10 hereto 2.2(b) hereto) supported by the terminated employee have been assumed by Publisher pursuant to Section 2.2(b) of this Agreement (the Designated collectively, "Eligible Employees"). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for After the payment of any such Comp Claim regardless Severance Payment amounts by Donnelley, it shall submit a written invoice to Publisher that reflects such payment amounts and details the calculation thereof. Within 60 days of when Publisher's receipt of such Comp Claim is madeinvoice, it shall reimburse Donnelley for the invoiced amounts, provided the invoice properly reflects such amounts calculated in accordance with this Section 15.2. The parties agree that the Severance Payments to which Publisher's reimbursement obligation applies only to (i) any salary continuation and annual bonus severance payment made in lieu of normal compensation based on length of service with Donnelley, (ii) employee benefits continuation, (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; outplacement services and (iv) Buyer shall assume and pay any all tax obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess Donnelley incurs solely because of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant Severance Payments made to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan Eligible Employees in accordance with applicable lawclauses (i) through (iii) above. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the All such Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller Payments shall be made by Donnelley only in accordance with Donnelley's existing severance policy and practices. Publisher shall not be responsible for costs incurred by Donnelley as a result of a claim made by an Eligible Employee against Donnelley on the basis of employment termination, including without limitation, claims arising from the administration of Donnelley's benefit plans and claims based on allegations of employment discrimination. In no event will Publisher's aggregate obligations to make such severance payments only reimburse Severance Payments, with respect to each group of Eligible Employees, as identified in Schedule 15.2, exceed the first five Transferred Employees (as provided amounts specified in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make Schedule 15.2 for each such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11group.

Employee Matters. (a) On Prior to the Closing DateClosing, Buyer shall offer employment Watkxxx-Xxxxxxx xxxll use its reasonable commercial efforts to assist SVG in hiring the services of those employees and consultants of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determineBusiness identified by SVG; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall Watkxxx-Xxxxxxx xxxll not be less than required to offer employees additional monetary or other inducements to achieve that end beyond those in place on the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21date of this Agreement. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, severance policies and employment arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Nonemployees, including their annual salaries or hourly rates, start dates, and title or position, and the maximum dollar cost of each such employee severance and the maximum period of company paid medical benefits (to the extent not prohibited by applicable law), who work solely or primarily for the Business on the date of this Agreement (the "SEG EMPLOYEES") will be identified on a schedule to be delivered by Watkxxx-transferred Employees, Xxxxxxx xx SVG prior to the Closing (which liabilities and obligations schedule may be delivered in portions by country or SEG Entity). SVG shall determine the SEG Employees who will be retained within six months after the date of the final portion of the schedule is received by SVG (including, without limitation, all liabilities and responsibility for giving notice under if delivered in sections) or the Worker Adjustment Retraining and Notification Act and any and complete schedule referred to in the preceding sentence. Watkxxx-Xxxxxxx xxxll pay all severance or employment discrimination claims made by costs (to the Non- transferred Employeesextent such costs do not exceed Watkxxx-Xxxxxxx'x xxxndard company policies which policies may vary from country to country) for up to but not more than the first 15% of the SEG Employees employed on the date of this Agreement who are not retained beyond that six-month period, provided that the total amount of such costs that Watkxxx-Xxxxxxx xxxll be obligated to pay shall be wholly borne by Sellernot exceed $2,500,000. Seller shall In addition, Watkxxx-Xxxxxxx xxxll be responsible for satisfying obligations all severance costs payable under all special severance benefit arrangements between Watkxxx-Xxxxxxx xx an SEG Entity and an SEG Employee entered into before the Closing (whether before or after the date of this Agreement) to the extent that such benefits exceed the amounts payable to that SEG Employee under the standard company policies referenced previously. The amounts payable to such SEG Employees that do not exceed the amounts payable under those standard company policies shall be governed by the 15% and $2,500,000 rules stated above. Nothing in this Section 601 et seq. of ERISA and Section 4980B of the Code 5.9 shall require Watkxxx-Xxxxxxx xx pay any SEG Employee any severance benefits (COBRA), or to provide continuation coverage to reimburse SVG or with respect to any Non- transferred Employee and to any other person entitled entity for any severance benefits) for which, before the Closing, neither Watkxxx-Xxxxxxx xxx any SEG Entity would have been obligated to such continuation coverage under Sellers group health plan based on a qualifying event which occurred pay to that SEG Employee had that employee's employment been terminated prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Purchaser agrees that subject to applicable Law, all individuals who are employees of the Company and the Target Subsidiaries as of immediately prior to the Closing who continue to be employed and who, by reason of the Transaction, become employees of Purchaser (or one of its Affiliates, including the Target Subsidiaries) immediately after the Closing, including the employees listed on Schedule C (the “Key Employees”, and all such continuing employees (whether or not Key Employees) the “Continuing Employees”) will, for the period beginning immediately after the Closing Date and ending on the date that is twelve (12) months after the Closing Date: (i) be provided with a base salary or standard hourly wage rate that is no less than the base salary or standard hourly wage rate provided to the Continuing Employee immediately prior to the Closing Date, Buyer shall offer employment (ii) be eligible to earn bonuses and participate in incentive compensation plans with target amounts that are substantially similar to those employees in Purchaser’s incentive compensation plans for similarly situated employees, (iii) hold a title which is similar to that provided to similarly situated Purchaser employees, (iv) hold a position with substantially equivalent authority, duties and responsibilities as the position held by such individual immediately prior to the Closing Date and (v) be eligible to participate in the retirement, health, vacation and other similar employee benefit plans of Seller set forth on Schedule 7.10 hereto Purchaser (or its applicable Affiliates) other than incentive compensation plans (the Designated Employees). The Buyer shall offer employment on an at will basis “Purchaser Benefit Plans”) that are generally made available to each such Designated Employee on such similarly situated Purchaser employees and subject to the terms and conditions as Buyer, in its sole discretion, shall determineof such plans; provided, however, that (i) nothing in this Section 5.12 or elsewhere in this Agreement shall limit the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer right of employment of Buyer shall become employees of Buyer as of Purchaser after the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (amend or terminate any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee such Purchaser Benefit Plan at any time after to the Closing Date and (ii) at Buyers sole discretion, change or eliminate any extent permitted by applicable Laws. To the extent Purchaser will make employment offers to employees of the plans, policies or arrangements of Buyer applicable to Company and the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred Target Subsidiaries prior to the Closing, such offers shall comply with all requirements of applicable Laws. (e) With respect to the Transferred EmployeesFurther, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition Purchaser agrees that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller Purchaser shall be solely responsible if for any costs arising from, related to or associated with the Comp Claim was made on termination of, dismissal of, or prior resignation by any Employee due to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending such Employee’s non-acceptance or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment rejection of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other Purchaser’s employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan offer or any other severance plan to any action or conduct of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Purchaser.

Employee Matters. (a) On Parent shall take such action as may be necessary so that on and after the Closing DateEffective Time and for one year thereafter, Buyer shall offer employment to those directors, officers and employees of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries immediately prior to the Effective Time shall be provided employee benefits, plans and programs (including but not limited to incentive compensation, deferred compensation, pension, life insurance, welfare, profit sharing, 401(k), severance, salary continuation and fringe benefits and excluding non-retirement equity-based compensation arrangements) which, in the Designated Employees)aggregate, are no less favorable than those made available by the Company and its Subsidiaries to such directors, officers and employees immediately prior to the Effective Time. For purposes of eligibility to participate and vesting in all benefits provided by Parent to such directors, officers and employees, the directors, officers and employees of the Company and its Subsidiaries will be credited with their years of service with the Company and its Subsidiaries and prior employers to the extent service with Parent and its Subsidiaries and prior employers is taken into account under the plans of Parent and its Subsidiaries. The Buyer shall offer employment on an at will basis eligibility of any director, officer or employee of the Company and its Subsidiaries to each such Designated Employee on such terms and conditions as Buyer, participate in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee any welfare benefit plan or program of Parent shall not be less than the salary set forth next subject to any exclusions for any pre-existing conditions if such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying individual has met the participation requirements (but not for purposes of determining similar benefit plans and programs of the extent of vesting Company and its Subsidiaries. All individuals eligible to participate in any plan or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement arrangement contemplated above shall be immediately eligible to participate in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other similar plan or arrangement maintained by Buyer the Parent or for its Subsidiaries (or the same plan or arrangement if still maintained). Amounts paid before the Effective Time by directors, officers and employees of the Company and its Subsidiaries under any purposes other than health plans of the Company or its Subsidiaries shall, after the Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Parent provided as described above. (c) Notwithstanding anything of the Effective Time to the contrary contained hereinsame extent as if such amounts had been paid under such health plans of Parent. Notwithstanding the foregoing, Buyer may (inothing in this Section 6.2(a) unilaterally change shall require Parent to provide to employees whose employment relationship with the salary (either Company or one of its Subsidiaries is governed by increase or decrease) and/or the title and duties a collective bargaining agreement a level of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any benefits under one of the plans, policies plans or arrangements programs contemplated above which is greater than the level of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice benefits required under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under collective bargaining agreement covering the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcemployee's employment relationship.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On From the Closing DateEffective Time through the last day of Parent’s 2013 fiscal year, Buyer each employee of the Company or a Company Subsidiary who remains in the employment of Parent or a Parent Subsidiary following the Effective Time (a "Continuing Employee") shall offer employment receive a base salary no lower than the base salary provided to those employees of Seller set forth on Schedule 7.10 hereto (such Continuing Employee immediately prior to the Designated Employees)Effective Time. The Buyer For Parent’s 2013 fiscal year, each Continuing Employee shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be have a target annual bonus opportunity from Parent no less than his or her target annual bonus opportunity for calendar year 2012 (and any such Parent bonus shall be pro-rated to reflect that the salary set forth next to such employees name on Schedule 5.21 Effective Time occurs after the start of Parent’s 2013 fiscal year, if applicable), and (ii) receive an annual equity grant that is substantially comparable in amount and terms to the title equity grant provided to similarly situated employees of Parent for such year; provided that if Parent grants annual equity awards to Continuing Employees in respect of Parent’s 2013 fiscal year after the time that it grants such awards in respect of such fiscal year to similarly situated Parent employees, the applicable vesting periods and duties initially vesting dates for such awards granted to be offered Continuing Employees shall coincide with the vesting periods and dates of comparable equity awards granted to similarly situated Parent employees. From the Effective Time through December 31, 2013 (the "Continuation Period"), each such Designated Continuing Employee shall be similar entitled to continue to participate on the same basis in the Surviving Company’s health, welfare and retirement benefit plans as the Continuing Employee participated immediately prior to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of Effective Time in the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group Company’s health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health welfare and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or retirement benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with during the express terms of Buyers vacation policies as may exist for time to time. Buyer Continuation Period Parent shall not recognize amend or terminate or cause the period of employment of Surviving Company to amend or terminate any Transferred Employee with Seller under any other such health, welfare or retirement benefit plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to required by Law or in a manner which would not have an adverse impact on the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice benefits provided under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcplan.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On As soon as practicable following the Closing Date(using reasonable best efforts to accomplish the transition by the later of January 1, Buyer shall offer employment to those 1999 or 90 days after Closing), all employees of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries who remain employed by the Company or its Subsidiaries (or who become employed by Parent or its Subsidiaries) immediately after the Closing ("Company Employees"), and their dependents and beneficiaries if applicable, shall be eligible to participate in the employee benefit and compensation arrangements, plans, programs and practices of the Parent generally applicable to other similarly situated employees of the Parent (the Designated Employees"Parent Plans"). The Buyer Company Employees shall offer employment on an at will basis be credited with all service with the Company and its Subsidiaries and their predecessors prior to each such Designated Employee on such terms the Closing for purposes of determining eligibility to participate, vesting and conditions as Buyerbenefit accrual (to the extent applicable) in the Parent Plans, in its sole discretion, shall determine; provided, however, that but not for (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer purposes of employment of Buyer shall become employees of Buyer as benefit accruals under any of the Closing Date (hereafter Parent's defined benefit pension plans, or the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period schedule of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) benefits under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health Parent's severance pay and Insurance Plan)short-term disability plans and programs, (ii) eligibility to receive post-retirement ancillary benefits (consisting at this time of medical, dental, death and telephone concession benefits) or (iii) calculating Parent service for purposes of applying "bridging" prior Parent service under Parent Plans. In the participation requirements event any Company Employee's employment with Parent or its Subsidiaries is involuntarily terminated (but not other than for purposes cause) prior to the first anniversary of determining the extent of vesting or Closing, such Company Employee shall receive a severance benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement calculated in accordance with the express terms schedule of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any benefits set forth in Section 7.12 of the plansCompany Disclosure Statement, policies taking into account all years of such Company Employee's service, including service with the Company or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies its Subsidiaries and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred their predecessors prior to the Closing. (e) With respect to the Transferred EmployeesThereafter, Buyer and Seller hereby agree as follows: (i) Seller Company Employees who remain employed by Parent or its Subsidiaries shall be responsible for eligible to participate in the payment of any healthapplicable Parent severance pay plan, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable benefits payable under the applicable Employee Plans terms of Seller, regardless of when any such claim is submitted for payment. Buyer plan shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent based on such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had Company Employee's actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency Parent or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 its Subsidiaries from and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11after Closing.

Employee Matters. Xxxxx has agreed to (aor cause the Surviving Corporation to) On for a period of one year following the Closing DateEffective Time (the “Continuation Period”), Buyer shall offer provide to each individual who is employed by ARMO immediately prior to the Effective Time and who continues employment with Xxxxx or the Surviving Corporation (each, a “Company Employee”) (i) a base salary and short-term cash incentive opportunity at target that, in each case, is no less favorable than those provided to such Company Employee immediately prior to the Effective Time and (ii) employee benefits (excluding equity and equity-based awards and change in control plans, programs and arrangements) that are substantially comparable in the aggregate to those provided to such Company Employee by ARMO immediately prior to the Effective Time. Without limiting the generality of the foregoing, during the Continuation Period, Lilly will (or will cause the Surviving Corporation to) provide any Company Employee who experiences a termination of employment under circumstances that would have entitled such Company Employee to severance benefits under a benefit plan or benefit agreement of ARMO, as applicable, immediately prior to the Effective Time with severance benefits at a level at least equal to those that would have been provided under any such benefit plan or benefit agreement. Following the Continuation Period, Company Employees will be eligible to participate in the plans of Lilly, the Surviving Corporation or their respective affiliates (the “Surviving Corporation Plans”) to the same extent as other similarly situated employees of Seller set forth on Schedule 7.10 hereto Lilly and its affiliates. Lilly will (or will cause the Designated Employees). The Buyer shall offer employment on an at will basis to Surviving Corporation to) include each such Designated Company Employee on such terms and conditions as Buyer, in its sole discretion, shall determinethe applicable 2018 annual bonus plan of Lilly or the Surviving Corporation following the Effective Time; provided, however, if prior to the payment of annual bonuses for 2018, a Company Employee’s employment is terminated by Xxxxx or the Surviving Corporation without cause and the Company Employee is not party to an ARMO benefit agreement or a participant in an ARMO benefit plan that provides for a prorated bonus payment upon a qualifying termination of employment, then Lilly or the Surviving Corporation (as applicable) will pay the Company Employee a prorated annual bonus for 2018, determined as the product of (i) the salary initially to be offered to each such Designated Employee shall not be less than Company Employee’s target bonus for 2018 under the salary set forth next to such employees name on Schedule 5.21 applicable annual bonus plan and (ii) a fraction, the title numerator of which is the number of days the Company Employee was employed by ARMO, Lilly or the Surviving Corporation during 2018 and duties initially to be offered to each such Designated Employee shall be similar to the title denominator of which is 365. From and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of after the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred EmployeeEffective Time, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements Xxxxx will (or any similar provisionswill cause the Surviving Corporation to) under any group healthassume, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage honor and continue all of all Transferred Employees will be provided as of the Closing Date (Buyers Health ARMO’s benefit plans and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement agreements in accordance with their respective terms; however, Lilly or the express terms of Buyers vacation policies Surviving Corporation, as may exist for time to time. Buyer applicable, shall not recognize the period of employment of be limited in its ability to amend, modify or terminate any Transferred Employee with Seller under any other such benefit plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcagreement.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On As soon as practicable following the Closing Date(using ---------------- reasonable best efforts to accomplish the transition by the later of January 1, Buyer shall offer employment to those 1999 or 90 days after Closing), all employees of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries who remain employed by the Company or its Subsidiaries (or who become employed by Parent or its Subsidiaries) immediately after the Closing ("Company Employees"), and their dependents and beneficiaries if applicable, shall be eligible to participate in the employee benefit and compensation arrangements, plans, programs and practices of the Parent generally applicable to other similarly situated employees of the Parent (the Designated Employees"Parent Plans"). The Buyer Company Employees shall offer employment on an at will basis be credited with all service with the Company and its Subsidiaries and their predecessors prior to each such Designated Employee on such terms the Closing for purposes of determining eligibility to participate, vesting and conditions as Buyerbenefit accrual (to the extent applicable) in the Parent Plans, in its sole discretion, shall determine; provided, however, that but not for (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer purposes of employment of Buyer shall become employees of Buyer as benefit accruals under any of the Closing Date (hereafter Parent's defined benefit pension plans, or the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period schedule of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) benefits under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health Parent's severance pay and Insurance Plan)short-term disability plans and programs, (ii) eligibility to receive post-retirement ancillary benefits (consisting at this time of medical, dental, death and telephone concession benefits) or (iii) calculating Parent service for purposes of applying "bridging" prior Parent service under Parent Plans. In the participation requirements event any Company Employee's employment with Parent or its Subsidiaries is involuntarily terminated (but not other than for purposes cause) prior to the first anniversary of determining the extent of vesting or Closing, such Company Employee shall receive a severance benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement calculated in accordance with the express terms schedule of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any benefits set forth in Section 7.12 of the plansCompany Disclosure Statement, policies taking into account all years of such Company Employee's service, including service with the Company or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies its Subsidiaries and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred their predecessors prior to the Closing. (e) With respect to the Transferred EmployeesThereafter, Buyer and Seller hereby agree as follows: (i) Seller Company Employees who remain employed by Parent or its Subsidiaries shall be responsible for eligible to participate in the payment of any healthapplicable Parent severance pay plan, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable benefits payable under the applicable Employee Plans terms of Seller, regardless of when any such claim is submitted for payment. Buyer plan shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent based on such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had Company Employee's actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency Parent or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 its Subsidiaries from and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11after Closing.

Employee Matters. With respect to any individual employed by the Company or any of its Subsidiaries at the Closing Date (athe “Company Employees”), Parent shall cause the Surviving Corporation to provide such Company Employee with the following compensation and benefits for the time during the 12 month period immediately following the Closing Date that such Company Employee is employed by the Surviving Corporation (or any of its Subsidiaries): (i) On base salary and annual bonus targets equal to the level of base salary and annual bonus target amounts for such Company Employees as in effect on the Closing Date, Buyer shall offer employment (ii) employee benefit plans, programs, contracts and arrangements that are no less favorable, in the aggregate, than the employee benefit plans, programs, contracts and arrangements provided by the Company and its Subsidiaries to those Company Employees prior to the Closing Date, as well as, for any Company Employee who does not have contractual severance benefits, severance benefits that are consistent with Parent’s severance practices with employees of Seller set forth on Schedule 7.10 hereto Parent that are similarly situated to the affected Company Employee with respect to skills, responsibilities and job scope, provided, however, that nothing in this Section 5.11 shall be construed as any guarantee of employment or any obligation of Parent, the Company or the Surviving Corporation to continue the employment of any Company Employee for any period of time after the Closing. Parent or one of its affiliates shall recognize the service of Company Employees with the Company prior to the Closing Date as service with Parent and its affiliates in connection with any Tax-qualified pension plan, 401(k) savings plan, cafeteria plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its affiliates which is made available following the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms Closing Date by Parent or one of its affiliates for purposes of any waiting period, vesting, eligibility and conditions as Buyer, in its sole discretion, shall determinebenefit entitlement; provided, however, that with respect to any defined benefit pension plan maintained by Parent or one of its affiliates in which such Company Employee participates following the Closing Date, such service credit shall be measured from the earliest date that such employee commenced participation in a Tax-qualified pension or savings plan maintained by the Company or one of its affiliates. Parent shall (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 Closing Date by Parent or one of its affiliates, and (ii) the title provide credit to Company Employees for any co-payments, deductibles and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to out-of-pocket expenses paid by such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of under the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or employee benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to Company and its Subsidiaries during the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B portion of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health relevant plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after year including the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Prior to the Closing DateEffective Time, Buyer Atlantic Capital shall offer make offers of employment to those the individuals listed on Section 6.5(a) of the Atlantic Capital Disclosure Schedule to serve as executive officers of the Surviving Corporation from and after the Effective Time (the “Surviving Corporation Officers”). All individuals employed by, or on an authorized leave of absence from, Atlantic Capital or FSGI or any of their respective Subsidiaries immediately before the Effective Time (collectively, the “Covered Employees”) shall automatically become employees of Seller set forth on Schedule 7.10 hereto the Surviving Corporation or its Subsidiaries as of the Effective Time. For the period beginning at the Effective Time and continuing for twelve (12) months following the Designated Employees). The Buyer Effective Time, the Surviving Corporation shall, or shall offer employment on an at will basis cause its applicable Subsidiaries to, provide to each such Designated Covered Employee on such terms employee benefits, rates of base salary or hourly wage and conditions as Buyerannual bonus opportunities that are no less favorable, in its sole discretionthe aggregate, shall determineto the rate of base salary or hourly wage and the employee benefits and annual bonus opportunity provided to such Covered Employee as in effect immediately before the Effective Time; provided, however, that that, notwithstanding the foregoing, nothing contained herein shall (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer treated as an amendment of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (any particular Atlantic Capital Benefit Plan or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance FSGI Benefit Plan), (ii) for purposes give any third party any right to enforce the provisions of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pensionthis Section 6.5, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes limit the right of determining vacation entitlement in accordance with the express terms Surviving Corporation or any of Buyers vacation policies as may exist for time its Subsidiaries to time. Buyer shall not recognize terminate the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Covered Employee at any time after or require the Closing Date and (ii) at Buyers sole discretion, change Surviving Corporation or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), its Subsidiaries to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted employee benefits, rates of base salary or hourly wage or annual bonus opportunities for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any period following any such event termination, or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay obligate Atlantic Capital, FSGI or any obligations of their respective Subsidiaries to Transferred Employees for vacation pay entitlements for periods prior to (A) maintain any particular Atlantic Capital Benefit Plan or FSGI Benefit Plan, as applicable, or (B) retain the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee employment of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11particular Covered Employee.

Employee Matters. (aSchedule 2.15(b) On the Closing Date, Buyer shall offer employment to those sets forth a list of all employees of Seller set forth on Schedule 7.10 hereto whom Seller and Buyer have agreed are employees of the Alexandria Business (the Designated "Alexandria Employees"). The Buyer shall offer employment parties hereto agree that they will consult and cooperate with each other for the purpose of including additional employees of Seller on an at will basis Section 2.15(b) of the Disclosure Schedule and, upon the mutual agreement of the parties hereto prior to each the Closing, any such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee additional employee shall be similar added to Section 2.15(b) of the title Disclosure Schedule, and duties set forth next for purposes of this Agreement shall be considered an Alexandria Employee. At the Closing, the Buyer will offer to such employees name on Schedule 5.21employ all of the Alexandria Employees. All such Designated Seller will cooperate with and assist Buyer in recruiting and encouraging the Alexandria Employees who accept such offer of to transition their employment of to Buyer shall become employees of Buyer effective as of the Closing Date. Without limiting the generality of the preceding sentence, Seller shall, if requested by Buyer, make clear to any Alexandria Employee identified by Seller that continuing their employment with Seller past the Closing Date (hereafter will not be permitted. The Buyer will be responsible for any severance or termination payments owing to the Transferred Employees)Alexandria Employees following the Closing. (b) With respect to each Transferred EmployeeTo the fullest extent legally permissible and consistent with its existing benefit programs, Buyer shall take into account accord the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Alexandria Employees will be provided full past service credit. As soon as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing practicable after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made but in no event later than 90 days after the Closing Date was pending or threatened prior to Date, the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume establish or designate a defined contribution plan and pay any obligations trust intended to Transferred Employees for vacation pay entitlements for periods prior to qualify under Section 401(a) and Section 501(a) of the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement Code (the Vacation Liability"Buyer's Savings Plan"). Seller shall pay obligations direct the trustee of the Spectra Logic Corp. 401(k) Plan to Transferred Employees for vacation pay entitlement that accrued prior transfer to the Closing Date in excess trustee of the Vacation Liability. (f) Buyer maintains a Buyer's Savings Plan the cash value of the account balances under the Spectra Logic Corp. 401(k) savings plan Plan as of the date of transfer in respect of all Alexandria Employees who accept employment with the Buyer (Buyers Savings Planthe "Affected Employees"). Buyer agrees that Buyers Upon such transfer, Buyer's Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of shall assume all liabilities for all accrued benefits under the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers Spectra Logic Corp. 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable lawrespect of all Affected Employees that are transferred to the Buyer's Savings Plan and the Spectra Logic Corp. 401(k) Plan shall be relieved of all liabilities for such accrued benefits. Except as provided above, The Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the first five Transferred Employees (as provided contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11connection therewith.

Employee Matters. (a) On the Closing DateSubject to Section 10.11 hereof, Buyer Purchaser shall offer employment to those all employees employed by Seller (does not include temporary agency workers) at the Banking Centers (not including the employees at the Rocky Mount-Franklin Street office, only some of whom may be offered employment) as of the Effective Time (the "Employees"), in their then current functional positions at each office with remuneration not less than current levels (subject to normal salary increases) and benefits generally equivalent to benefits accorded to similarly situated of Purchaser's employees. Nothing herein contained shall be construed as an employment contract enforceable by any Employee. Except for Purchaser's pension plan and ESOP, Employees who become employees of Purchaser shall receive full credit for their prior service with Seller set forth on Schedule 7.10 hereto under Purchaser's benefit plans and policies, including its vacation and sick leave policies. As of the Effective Time, the Employees who become employees of Purchaser and their dependents, if any, previously covered under Seller's health insurance plan shall be covered (to the Designated Employees)extent covered under Seller's plan) under Purchaser's health insurance plan without being subject to any pre-existing condition limitations or exclusions except those excluded under Seller's health insurance plan. The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee Employees who become employees of Purchaser shall not be less than required to satisfy the salary set forth next to such employees name on Schedule 5.21 deductible and (ii) employee payments required by Purchaser's comprehensive medical plan for the title and duties initially to be offered to each such Designated Employee shall be similar calendar year of the Effective Time to the title and duties set forth next to extent of amounts previously credited during such employees name on Schedule 5.21calendar year under comparable plans maintained by Seller. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer Purchaser shall take into account the period of continuous employment receive full credit for their prior service with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the determining their participation requirements eligibility and vesting rights (but not for purposes of determining the extent of vesting or benefit accrualaccrual purposes) under Buyers pension, 401(k) savings, health Purchaser's pension plan; benefits under Purchaser's pension plan shall accrue from the first day of service with Purchaser and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Sellerbased on the number of years of service with Purchaser thereafter. Seller Employees who become employees of Purchaser shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA)eligible to participate in Purchaser's ESOP no earlier than October 1, to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc2000.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Except as described in Schedule 6.5, the Buyer agrees to cause the Surviving Corporation to continue to employ for a period of at least two months after the Closing Date those Employees of the Company who are Employees in good standing as of the Closing Date, unless good cause exists for termination. Such employment shall be at least at the same salaries or hourly rates as presently being paid by the Company, and while such employment shall be on an "at will" basis, each such Employee will be evaluated by the Buyer shall offer employment by standards no different than those applied by the Buyer to those its other employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees)performing similar job functions. The Buyer shall offer employment on an at will basis agrees, to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, howeverthe fullest extent permitted by applicable law, that (i) all Employees of the salary initially Company and the Subsidiaries shall be entitled to be offered participate in the employee benefit plans, including group health, life and disability plans, presently maintained by the Buyer (true and correct copies of which have been furnished by the Buyer to each such Designated Employee shall not be less than the salary set forth next Company) pursuant to such employees name on Schedule 5.21 and the terms of those plans, (ii) the title and duties initially Buyer will not amend such employee benefit plans or permit any such plans to be offered to each such Designated Employee shall be similar amended in any way materially detrimental to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Company and the Subsidiaries during the two month period following the Closing Date Date, except for general and uniform changes applying to all employees covered by such plans, and (hereafter the Transferred Employees). (biii) With with respect to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) maintained or sponsored by Buyer, any waiting period for eligibility will be prorated for each Transferred Employee, Buyer shall take into account to the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any extent such Employee was covered under a similar provisions) under any group health, accident or life insurance plan maintained or sponsored by the Company or contributed to by Buyer under which coverage of all Transferred any Subsidiary, as applicable, on the Closing Date. Without limiting the foregoing, such Employees will be provided as receive credit for years of service with the Closing Date (Buyers Health Company and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of Subsidiaries in determining vacation entitlement in accordance and sick days including credit for any accrued and unused sick and vacation time under the Company's or any Subsidiary's sick and vacation policy, as applicable. The Buyer shall cause the Company to comply with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification WARN Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date applicable and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be solely responsible for furnishing the payment required notice of healthany "plant closing" or "mass layoff" which may occur after Closing, accident and other employee welfare benefit claims of Transferred Employees the Buyer -34- 41 shall indemnify and their eligible dependents to the extent such claims are incurred on or after the Closing Date hold those individuals who were officers and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject directors of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on Company at or prior to the Closing Date harmless for any inadequacy of such notice and Buyer shall be responsible for any liabilities under or relating to the payment WARN Act which arise in connection with actions or omissions occurring after the Closing. In the event of the termination by the Surviving Corporation of any Comp Claim if Employees of Company or the event which caused Subsidiaries during the injury first twelve (12) months following Closing, the Buyer hereby agrees to indemnify and hold those individuals who were officers or illness upon which directors of the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on Company at or prior to the Closing Date harmless from and against any claims arising from such terminations, unless such claims are based upon commitments, representations made or other actions taken by the Company or such individuals to the terminated Employee prior to Closing and not disclosed by the such individuals to the Buyer (but for this purpose, the Company's severance policy heretofore provided to the Buyer shall not be solely responsible if deemed to be a commitment, representation or other action taken by the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liabilityindividuals). Seller shall pay obligations to Transferred Employees Except for accrued vacation pay entitlement that accrued prior to the Closing Date in excess and sick time, no other employee benefit plan liability of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of Company or its Subsidiaries is being assumed by the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Buyer.

Employee Matters. (a) On Parent shall, for a period of 12 months immediately following the Closing Date, Buyer shall offer employment cause the Surviving Company and its Subsidiaries to those provide employees of Seller set forth on Schedule 7.10 hereto Target and its Subsidiaries (the Designated “Target Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms ”) with employee benefit plans, programs, contracts and conditions as Buyerarrangements (other than equity-based compensation) that are no less favorable, in its sole discretionthe aggregate, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or employee benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained hereinprograms, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies contracts and arrangements of Buyer referred provided by Target and its Subsidiaries to in Section 7.10(b). (d) Target Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer Parent or any of its Subsidiaries shall be responsible for recognize the payment service of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or Target Employees with Target prior to the Closing Date as service with Parent and Buyer its Subsidiaries in connection with any tax-qualified pension plan, 401(k) savings plan, welfare benefit plans and policies (including vacation and holiday policies) maintained by Parent or one of its Subsidiaries which is made available to Target Employees following the Closing Date by Parent or one of its Subsidiaries for purposes of any waiting period, vesting, eligibility and benefit entitlement thereunder (but excluding benefit accruals under a defined benefit plan). Parent shall be solely responsible (i) waive, or use its commercially reasonable efforts to cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Target Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Target Employees following the Comp Claim was made after Closing Date by Parent or one of its Subsidiaries to the same extent required by comparable Target Benefit Plans, and (ii) provide credit to Target Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of Target and its Subsidiaries during the portion of the relevant plan year including the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. (a) On The New SPAC shall, or shall cause its applicable Subsidiary to, provide the employees of the Company who remain employed immediately after the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated “Continuing Employees”). The Buyer shall offer , with continuing employment on an at will basis substantially similar terms to each such Designated their current employment, and credit for purposes of eligibility to participate, vesting and determining entitlement to or the level of benefits, as applicable, but not for purposes of benefit accrual, under any Employee on such terms and conditions as BuyerBenefit Plan established or maintained by the New SPAC or any of its Subsidiaries (excluding any retiree health plans or programs, in its sole discretion, shall determineor defined benefit pension plans or programs) for their service accrued or deemed accrued prior to the Closing with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit for the same period of service. In addition, subject to the terms of all governing documents and the consent of the applicable insurer, the New SPAC shall use reasonable best efforts to (i) the salary initially cause to be offered waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the New SPAC or any of its Subsidiaries that cover the Continuing Employees or their dependents to each the extent satisfied or waived under those health and welfare benefit plans in which such Designated Continuing Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 currently participates, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the title portion of the plan year in which the Closing occurs, under those health and duties initially welfare benefit plans in which such Continuing Employee currently participates to be offered taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the participation requirements (applicable plan year. Following the Closing, the New SPAC shall honor all accrued but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health unused vacation and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for other paid time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any off of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Continuing Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred that existed immediately prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On As promptly as reasonably practicable, but in no event resulting in a gap in coverage, after the Closing Date, Buyer Parent shall offer employment to those enroll Company Employees who were employees of Seller set forth on Schedule 7.10 hereto the Company immediately prior to the Closing and who remain employees of the Company or become employees of Parent or any Affiliate of Parent following the Closing (the Designated “Continuing Employees”) in employee benefit plans sponsored by Parent or any Affiliate of Parent for which such employees are eligible (the “Parent Plans”). The Buyer shall offer employment , including its medical plan, dental plan, life insurance plan and disability plan, on an at will basis substantially similar terms applicable to each employees of Parent or such Designated Employee Affiliate of Parent who are similarly situated based on such levels of responsibility, to the extent permitted by the terms and conditions as Buyer, in its sole discretion, shall determineof the applicable Parent Plans; provided, however, that Parent is not obligated to enroll any Continuing Employee in Parent Plans if Parent or such Affiliate of Parent maintains in effect a comparable existing Company benefit arrangement for the benefit of such employee following the Closing. Without limiting the generality of the foregoing, for Continuing Employees so enrolled in Parent Plans, Parent shall recognize the prior service with the Company of each of the Continuing Employees for purposes of eligibility and vesting and entitlement to severance and vacation benefits. Subject to any Legal Requirements and solely to the extent permitted by the terms of such plans and, if applicable, insurer, Parent shall use commercially reasonable efforts to cause the group health plan maintained by the Parent or an affiliate thereof, and applicable insurance carriers, third party administrators and any other third parties, to the extent such group health plan is made available to Continuing Employees, to (i) waive any evidence of insurability requirements, waiting periods, and any limitations as to preexisting medical conditions under the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next group health plan applicable to such employees name on Schedule 5.21 and their spouses and eligible dependents (but only to the extent that such preexisting condition limitations did not apply or were satisfied under the group health plan maintained by the Company prior to the Closing) and (ii) provide such Continuing Employees with credit, for the title calendar year in which the Closing occurs, for the amount of any out-of pocket expenses and duties initially to be offered to each copayments or deductible expenses that were incurred by them during the calendar year in which the Closing occurs under a group health plan maintained by Parent or such Designated Employee shall be similar Affiliate of Parent. Notwithstanding anything in this Section 5.5 to the title and duties set forth next contrary, this Section 5.5 shall not operate to (a) duplicate any benefit provided to any Continuing Employee or to fund any such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). benefit, (b) With respect require Parent or such Affiliate of Parent to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or continue to maintain any similar provisions) under any group health, accident or life insurance employee benefit plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of in effect following the Closing Date (Buyers Health and Insurance Plan)for their employees, (ii) for purposes of applying including the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pensionContinuing Employees, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything be construed to mean the contrary contained herein, Buyer may (i) unilaterally change employment of the salary (either Continuing Employees is not terminable by increase Parent or decrease) and/or the title and duties such Affiliate of any Transferred Employee Parent at will at any time after the Closing Date and (ii) at Buyers sole discretiontime, change with or eliminate without cause, for any of the plansreason or no reason, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees amend any ERISA plan or create any third party rights of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities causes of action for any person, or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of confer any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable third party beneficiary rights upon any Continuing Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Person.

Employee Matters. Each Seller has generally enjoyed a good employer-employee relationship with its employees. Each Seller has included (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with its accounting method) on the express terms Historical Financials, in accordance with historical practices, and if applicable for its accounting method, will accrue adequate reserves on the Closing Balance Sheet, all wages, salaries, contractual bonuses, vacation pay and other direct and indirect compensation earned by, or accrued for the benefit of, all employees (whether or not vested or payable by such date). EXHIBIT 5N (cash basis) or the Closing Balance Sheet will include accruals for year end bonuses, pension and profit sharing contributions, and any other adjustments which might normally be made only at year end. Upon termination of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under employee of any other plan or arrangement maintained by Buyer or Seller, Purchaser will not incur any liability for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations termination pay, pension or profit-sharing benefit or other similar payment under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), or pursuant to provide continuation coverage to Sellers' practices or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred policies in effect on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such Except as exposure to asbestosset forth on EXHIBIT 5K, etc.)there are no controversies pending or, Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if knowledge of the Comp Claim was made after Sellers, threatened by any of Sellers' employees, former employees, job applicants or any association, group or other Person or Persons regarding any of the Closing Date; provided, however, that if Sellers' employment practices or policies. No Seller had actual knowledge that is a party to or bound by any Comp Claim made employment or consulting agreement which will continue after the Closing Date was at the expense of Purchaser or any collective bargaining agreement or any other agreement with a labor union. There is not pending or threatened prior or, to the Closing Date knowledge of the Sellers, threatened any labor dispute, strike or work stoppage (whether by their own employees or another Person's employees) which may affect the Business or which may interfere with its continued operation. Each Seller has complied with all laws, rules and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached heretoregulations in connection with all employment matters, thenincluding without limitation, hiring and firing of employees, wage matters, collective bargaining matters, and in such eventmatters relating to the National Labor Relations Act and the Workers Adjustment and Retraining Notification Act, Seller shall be responsible for the payment and there are no activities or proceedings of any such Comp Claim regardless labor union to organize any employees of when such Comp Claim is madeany Seller. (iii) With respect During the twelve-month period preceding the date hereof, there have not been any significant labor troubles involving employees of Sellers and there are no significant threats of work stoppages by employees of Sellers. EXHIBIT 5N contains a list of all directors, officers, managers and employees rendering any service to any other employment related claim made by a Transferred EmployeeSeller who, Seller shall be responsible for during the payment of any such claim if the event upon which the claim is based occurred on or prior 1997 calendar year, are expected to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date receive remuneration in excess of $30,000, together with the Vacation Liabilitycurrent job title and aggregate remuneration rate (bonus and salary) for each such person, as well as the total remuneration paid to date and expected amount of remuneration in 1997. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) To the knowledge of the Code)Sellers, from or no such Person has any plans to terminate employment with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason thenSellers, and in no such event, Person has any plans to refuse an offer of employment from Purchaser if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11offer is made.

Employee Matters. (a) On Seller shall provide Buyer with an update (as set forth in that certain letter agreement dated the date hereof between Seller and Buyer) on the second business day next preceding the Closing Date. FTI LLC shall offer employment, effective as of the Closing Date, Buyer to each of Seller’s current employees actively involved in the Business, except those employees who are on long-term disability leave and those individuals who have been offered employment by Seller but who have not yet begun work (collectively, the “Business Employees”), in the same positions held by them and at the same salaries as those provided by Seller as of the date hereof. Without limiting the generality of the foregoing, for any Business Employee who currently works less than one hundred percent (100%) of his or her professional time for Seller and who is identified on Schedule 5.12, FTI LLC, effective as of the Closing Date, shall offer employment to those employees employ such Business Employee for the same percentage of Seller set forth on Schedule 7.10 hereto (his or her professional time as did Seller. Each of the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Business Employees who accept such accepts FTI LLC’s offer of and commences employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each shall be known as a “Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all .” The Transferred Employees will be eligible to participate in such qualified and nonqualified employee pension plans, group health, long-term disability, and group life insurance plans, employee stock purchase plans and any other welfare and fringe benefit plans, arrangements, programs and perquisites, generally maintained or provided as by FTI LLC from time to time to or for the benefit of FTI LLC’s similarly situated employees (“Benefit Plans”), at a level commensurate with FTI LLC’s policies and practices regarding other similarly situated employees. Each Transferred Employee’s participation or eligibility to participate in any Benefit Plans will be subject to the terms of the applicable plan documents and FTI LLC’s generally applied policies, practices and procedures. If and to the extent that a Transferred Employee was covered under a comparable group health, long-term disability or group life insurance plan immediately prior to the Closing, all such insurance coverage in which such Transferred Employee elects to participate under the Benefit Plans shall be provided without regard to such Transferred Employee’s pre-existing conditions or evidence of insurability and in a manner that ensures that such Transferred Employee is provided coverage beginning on the date on which such Transferred Employee becomes an employee of FTI LLC and without any waiting periods or gaps in coverage. FTI LLC in its discretion may from time to time adopt, modify, interpret, or discontinue any Benefit Plans, and/or any policies, practices or procedures in a manner generally applicable to similarly situated employees. A Transferred Employee’s eligibility to participate or participation in any Benefit Plan is not a guarantee that such Transferred Employee will be or will continue to be paid, granted or awarded any discretionary benefit, bonus, performance-based, contingent, incentive, equity incentive or other form of discretionary compensation. Each Transferred Employee will be given full credit for years of service with Seller and its predecessors prior to the Closing Date solely for purposes of determining such Transferred Employee’s (Buyers Health i) eligibility and Insurance Plan)vesting in any benefits under the Benefit Plans, (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements entitlements to paid time off and (iii) for purposes level of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller seniority under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11policies.

Employee Matters. (a) On No later than the Closing Dateperiod specified in the Benefits TSA, Buyer OpCo Purchaser shall, or shall cause its Affiliates to, provide an offer employment of employment, to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, Covered Employees selected by OpCo Purchaser in its sole discretiondiscretion (“Transfer Offer”), that, if accepted, shall determine; provided, however, that (i) become effective immediately after the salary initially to be offered to each such Designated Employee shall not be less than period specified in the salary set forth next to such employees name on Schedule 5.21 Benefits TSA and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to contingent upon the title and duties set forth next to such employees name on Schedule 5.21OpCo Closing. All such Designated Covered Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous Transfer Offers and begin employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement OpCo Purchaser in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer this Section 6.6(a) shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively be referred to herein as the Non-transferred “Transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) .” Nothing herein shall be wholly borne construed as a representation or guarantee by Seller. any Seller shall be responsible for satisfying obligations under Section 601 et seq. or any of ERISA and Section 4980B their respective Affiliates that any or all of the Code (COBRA)employees of Sellers will accept the offer of employment from OpCo Purchaser or will continue in employment with OpCo Purchaser following the expiration of the Term as such term is defined in the Benefits TSA. OpCo Purchaser shall carry out all actions necessary under applicable Law to effect the transfer of employment to it of each such Transferred Employee who has accepted that offer. Effective as of the expiration of the Term as such term is defined in the Benefits TSA, each Transferred Employee shall cease to provide continuation coverage to be an employee of Sellers or their Affiliates. OpCo Purchaser shall not have any Liability with respect to any Non- transferred employee of Sellers who does not become a Transferred Employee and to or any other person entitled to such continuation coverage former employee of Sellers (other than any Liabilities under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred EmployeesAcquired Seller Plans, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount described in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers Benefits TSA or specifically assumed pursuant to Section 401(a)(31) 1.4(g)). Sellers will reasonably cooperate with any reasonable requests by OpCo Purchaser in order to facilitate the offers of employment and the Code)delivery of such offers. In addition, from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of OpCo Purchaser shall take the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to actions described on Schedule 5.23 hereof (the Severance Plan6.6(a). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. (a) On The employment of the employees of the Bank who continue as employees of Purchaser on and after the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto Date (the Designated "Closing Date Employees). The Buyer ") shall offer be pursuant to the employment on an at will basis to each such Designated Employee on such terms policies and conditions as Buyer, in its sole discretion, shall determinepractices of Purchaser; provided, however, that any Closing Date Employee terminated without cause within eight months after the Closing Date shall receive a severance payment equal to two weeks' compensation at the employee's then current wages. From and after the Closing Date Sellers and its Affiliates shall have no responsibility or liability to any person or entity for salary, wages, claims (iincluding any severance claims) and employee benefits arising out of or related to employment with the salary initially to be offered to each such Designated Employee shall not be less than Bank from and after the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar Closing Date. Prior to the title Closing Date Bank shall pay, discharge and duties set forth next be responsible for all salary, wages, claims and employee benefits relating to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of the employment of Buyer shall become employees the Closing Date Employees before the Closing Date (including, but not limited to, accrued vacation or holiday pay payable in lieu of Buyer time off or which may be carried over to future periods, annual or long-term incentive programs, pension, profit sharing and savings plans, non-qualified deferred compensation plan and group health plan, including group health plan continuation coverage pursuant to Code Section 4980B(f) arising under Seller's Employee Plans and Benefit Arrangements, including claims incurred prior to the Closing Date but reported thereafter), to the extent that the liability for such salary, wages, claims and employee benefits were not paid or accrued on the Financial Statements as of the Closing Date (hereafter and Purchaser shall have no direct or indirect liability or responsibility therefor to any person or entity. Prior to the Transferred Employees). (b) With Closing, Seller, the Bank and their Affiliates shall take such action with respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for Employee Plans and Benefit Arrangements to provide that the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Closing Date Employees will cease to be provided active participants or accrue benefits under the Employee Plans and Benefit Arrangements as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after By the Closing Date, and Buyer all Closing Date Employees will be fully vested by Seller in its current 401(k) plan. As soon as practicable after Closing, Purchaser shall be responsible for cause the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after Bank to permit the Closing Date was pending Employees to participate in the Bank's group hospitalization, medical, life and disability insurance plans to the extent available at that time, provided that said employees are currently covered by and participating in the Bank's or threatened prior Seller's plans or who otherwise have a Certificate of Credible Coverage acceptable to Purchaser's insurance carrier. Nothing in this Section 5.08 is intended, nor shall it be construed, to confer any express or implied third party beneficiary rights in any person including present or former employees of the Bank, the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, thenEmployees, and in such eventany beneficiaries or dependents thereof, other than Seller shall be responsible for or the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Bank.

Employee Matters. As soon as reasonably practicable and in any event not later than twenty (a20) On days prior to the Closing Date, Buyer the Transferee shall offer identify on Schedule 17(a) those employees it desires to hire after the Closing Date (the "REHIRED EMPLOYEES") and shall extend offers of employment to those employees each of Seller set forth the Rehired Employees, which offers shall be on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, which Transferee shall determine in its sole discretion. Immediately prior to the Closing, each of the TCR Parties shall determine; providedterminate the employment of each employee, howeverif any, that (i) designated by the salary initially Transferee as Rehired Employees pursuant to be offered this Article 17 and shall cooperate with and use its best efforts to each such Designated Employee assist Transferee in its efforts to secure satisfactory employment arrangements with those Rehired Employees. The Transferee shall not be less than assume any of the salary set forth next to such employees name on Schedule 5.21 and (ii) TCR Parties' or their affiliates' employee benefit plans or any obligation or liability thereunder. Service by the title and duties initially to be offered to each such Designated Employee Rehired Employees with the TCR Parties shall be similar to treated as service with the title Transferee for vacation and duties set forth next to such employees name on Schedule 5.21employee benefit plan purposes. All such Designated The TCR Parties shall be liable for all severance, if any, and all accrued vacation of the Rehired Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter Date, and the Transferred Employees)Transferee shall have no reimbursement or other liability to the TCR Parties or the Rehired Employees on account thereof. (b) With Nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to each Transferred Employeecontinuance of employment by the Transferee, Buyer nor shall take into account anything herein interfere with the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as right of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying Transferee to terminate the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to of the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee Rehired Employees at any time after time, with or without cause, or restrict the Closing Date and (ii) at Buyers sole discretion, change or eliminate Transferee in the exercise of its independent business judgment in modifying any of the plans, policies or arrangements terms and conditions of Buyer applicable to the Transferred Employees, including, without limitation, employment of the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Rehired Employees. Buyer No provision of this Agreement shall have no liabilities create any third party beneficiary rights in any Rehired Employee, any beneficiary or obligations whatsoever dependents thereof, or any collective bargaining representative thereof, with respect to the Non-transferred Employeescompensation, which liabilities terms and obligations (including, without limitation, all liabilities conditions of employment and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and benefits that may be provided to any and all severance or employment discrimination claims made Rehired Employee by the Non- transferred Employees) shall be wholly borne by SellerTransferee or under any benefit plan which the Transferee may maintain. Seller shall be responsible for satisfying obligations under Section 601 et seq. For a period of ERISA and Section 4980B two years following the Closing, none of the Code (COBRA)TCR Parties shall, nor shall they permit any Restricted Party to, directly or indirectly, hire or offer employment to, or seek to provide continuation coverage to hire or with respect offer employment to any Non- transferred Rehired Employee and to who is listed on Schedule 17(b) as of the Effective Date or any other person entitled Rehired Employee hired by the TCR Parties after the Effective Date who exercises a similar level of responsibility relating to such continuation coverage under Sellers group health plan based on a qualifying event which occurred the construction, development, marketing, management or administration of residential properties in the South Florida Market immediately prior to the Closing and whose name is added to Schedule 17(b) by the Transferee no less than five (5) Business Days prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestosone year following the Closing, etc.)none of the TCR Parties shall, Seller nor shall be solely responsible if the Comp Claim was made on they permit any Restricted Party to, directly or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; providedindirectly, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending hire or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect offer employment to any other employment related claim made by a Transferred Employee, Seller shall be responsible for employee of the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount Transferee in the aggregate included as a liability therefor on the Closing Date Financial Statement South Florida Market (the Vacation Liability). Seller shall pay obligations "OTHER EMPLOYEES") except for incidental contacts of Other Employees not made as part of a plan or attempt to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess hire three or more Other Employees, or any successor or affiliate of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of Transferee, unless in either case the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within Transferee first terminates the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any employment of such Transferred Employees are terminated by Buyer for any reason then, and in employee or gives its written consent to such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account employment or offer of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11employment.

Employee Matters. (a) On Parent agrees that, during the Closing Dateperiod commencing at the Effective Time and ending on December 31, Buyer shall offer employment to those employees 2011, each active employee of Seller set forth on Schedule 7.10 hereto the Company and its Subsidiaries as of the Effective Time who remains an active employee of the Surviving Corporation or any of its Subsidiaries following the Effective Time (the Designated “Current Employees”) will be provided with annual base salary, target annual cash bonus opportunities and employee benefits (excluding equity and equity-based compensation) which are no less favorable in the aggregate than the 57 aggregate base salary, target annual cash bonus opportunities and employee benefits pursuant to an Employee Plan (excluding equity and equity-based compensation) provided by the Company and its Subsidiaries to such employee immediately prior to the Effective Time. With respect to any employee benefit plan in which any Current Employee first becomes eligible to participate, on or after the Effective Time (the “New Company Plans”). The Buyer shall offer employment on an at will basis , Parent shall: (A) to the extent permitted by Applicable Law, waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Current Employee under any health and welfare New Company Plans in which such Current Employee may be eligible to participate after the Effective Time and (B) credit, for purposes of eligibility to participate in and vesting (but not for purposes of benefit accrual) under any New Company Plan in which such Current Employee may be eligible to participate following the Effective Time, the service of each such Designated Current Employee on with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such terms and conditions as BuyerCurrent Employee was entitled, before the Effective Time, to credit for such service under any similar Employee Plan in its sole discretion, shall determinewhich such Current Employee participates or was eligible to participate immediately prior to the Effective Time; provided, however, that in no event shall any credit be given to the extent it would result in the duplication of benefits for the same period of service. Notwithstanding anything in this Agreement to the contrary, as of the Effective Time Parent shall have the ability to (i) terminate the salary initially practice of granting cash loans to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 participants under any tax-qualified deferred compensation plan, and (ii) amend the title terms and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment conditions of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service comply with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Applicable Law.

Employee Matters. (a) On the Closing Date, Buyer Purchaser shall offer employment to those all employees employed by Seller at the Banking Center as of Seller set forth on Schedule 7.10 hereto the Effective Time (the Designated "Employees"). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretiontheir then current functional positions or substantially equivalent functional positions at each office with remuneration not less than that on the date of this Agreement (subject to normal salary increases) and benefits generally equivalent to current levels, shall determine; provided, however, provided that (i) the salary initially to be offered to each such Designated Employee Purchaser shall not be less than required to provide any benefits to Employees that are not provided to similarly situated employees of Purchaser. Except for Purchaser's retirement plan(s). Employees shall receive full credit for their prior service with Seller under Purchaser's benefit plans and policies, including its vacation and sick leave policies. As of the salary set forth next to such employees name on Schedule 5.21 Effective Time, the Employees and (ii) the title and duties initially to be offered to each such Designated Employee their dependents, if any, previously covered under Seller's health insurance plan shall be similar covered under Purchaser's health insurance plan without being subject to any pre-existing condition limitations or exclusions except those excluded under Seller's health insurance plan. Employees shall not be required to satisfy the deductible and employee payments required by Purchaser's comprehensive medical and/or dental plans for the calendar year of the Effective Time to the title and duties set forth next to extent of amounts previously credited during such employees name on Schedule 5.21calendar year under comparable plans maintained by Seller. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment receive full credit for their prior service with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of their participation eligibility and vesting or benefit accrualrights under Purchaser's retirement plan(s) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller benefits under any other defined benefit pension plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to Purchaser shall accrue from the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title first day of service with Purchaser and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closingnumber of years of service with Purchaser. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made employment compensation and benefits to the Employees, including, without limitation, all wages and commissions to the Employees accrued through the Effective Time; provided that, Seller shall not pay for any unused vacation days, sick leave or holiday pay as of the Effective Time. By way of illustration and not in limitation or derogation of the foregoing, (i) Seller shall be responsible for all compensation and the payment of any amounts due to the Employees as of the Effective Time pursuant to any of Seller's bonus or other similar incentive plans as a result of the employment of the Employees, provided that in determining compensation, bonuses and other similar payments due to the Employees for any period ended on or prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing Effective Time, Seller shall, if payment thereof will occur after the Closing DateEffective Time, waive any requirement that the Employees be employees of Seller on the date such compensation, bonuses or other similar payments are paid; (ii) Seller shall be responsible for reporting to all governmental authorities all employee-related costs and Buyer liabilities of the Employees accruing prior to the Effective Time, whether payable on or after the Effective Time to the extent required by law; (iii) Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time; provided that a proper claim if filed with the applicable benefit plan of Seller within 12 months of the date the claim was incurred and Seller shall be responsible for the payment of cost associated with any hospital confinement which commences prior to the Effective Time; (iv) Purchaser shall become responsible for all other claimscost and liabilities attributable to the Employees accruing after the Effective Time; provided, however, that if Purchaser shall not be responsible for any -------- ------- liabilities arising under Seller's benefit plans; and (v) effective as of the Effective Time, Seller had actual knowledge that shall, and hereby does, release all of the Employees from any claim made after employment and/or confidentiality agreement previously entered into between Seller and such Employees to the Closing Date was pending or threatened extent (but only to the extent) necessary for Purchaser to operate the business acquired from Seller hereunder in the same manner as operated by Seller prior to the Effective Time. Seller shall cause the NationsBank Pension Plan and The NationsBank Retirement Savings Plan to be amended effective as of the date of Closing Date and such pending or threatened claim is not set forth to fully (100%) vest the accrued benefits thereunder of all employees of the Seller on Schedule 5.22 attached hereto, then, and the date of Closing who have become participants in such event, plans by that time and who terminate their employment with the Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on result of the Closing Date Financial Statement transactions contemplated by this Agreement (the Vacation Liability"Affected Participants"). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to cause the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers NationsBank Pension Plan and The NationsBank Retirement Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of pay the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for Affected Participants their accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer plans when and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in such plans, and for purposes of determining when such benefits become payable, the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer Affected Participants shall be responsible deemed to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees have separated from service on the date of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Closing.

Employee Matters. (a) On Prior to the Closing Date, Buyer shall Purchaser will, or will cause one or more of its Affiliates or designees to, offer employment to those employees all or substantially all of Seller set forth on Schedule 7.10 hereto (the Designated Business Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in each case with such employment to commence immediately following the Closing. Sellers and their Affiliates will cooperate with and use their commercially reasonable efforts to assist Purchaser and its sole discretionAffiliates in their efforts to secure the transition of the relevant Business Employees to Purchaser. Without limiting the generality of the foregoing, shall determine; provided, however, that Sellers and their Affiliates will (i) at such times as Purchaser may reasonably request after providing Sellers with reasonable advance notice, cooperate with Purchaser and permit Purchaser to speak with and meet with Business Employees to discuss such Business Employee’s employment with Purchaser after the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 Closing and (ii) the title and duties initially provide all relevant information in their possession necessary for Purchaser to be offered to each such Designated Employee shall be similar offer employment to the title relevant Business Employees, including for the hiring and duties set forth next transfer of the Transferred Employees, including all relevant payroll, compensation, benefits participation, annual vacation entitlement (and the amount of accrued vacation in the current fiscal year) and withholding tax information with respect to the Business Employees employed by any Seller; provided, that Purchaser will not have access to personnel records of any Seller the disclosure of which is prohibited by applicable Law. Business Employees employed by any Seller who accept offers of employment from Purchaser or an Affiliate of Purchaser are referred to as “Transferred Employees”. Purchaser agrees to provide credit to the Transferred Employees for all periods of service with Seller and their Affiliates upon commencing their employment with Purchaser for purposes of eligibility for and calculation of benefits, vacation, paid time off and participation under any benefit plans maintained by Purchaser but, unless otherwise required by applicable Law only to the extent such service (A) was recognized under the relevant similar Company Plan and (B) does not result in a duplication of benefits. For a 6-month period following the Closing, Purchaser will provide each Transferred Employee with (i) a base salary or standard hourly wage substantially comparable to that provided by the applicable Seller to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as Transferred Employee at the time of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable employee benefits comparable in aggregate to the those offered to such Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice Employee under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcIdentified Assumed Benefit Plans.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Purchaser shall continue the employment of each Company Employee who is a common-law employee and who, on the Closing Date, Buyer shall offer employment is actively employed or who is absent from work by reason of vacation, sick leave, short-term disability or due to authorized leave of absence or military service, at a wage and salary level generally comparable in the aggregate to those employees of Seller set forth in effect on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determineday before the Closing; provided, however, that (i) the in no event shall such wage and salary initially to level be offered to each such Designated Employee shall not be less more favorable than the wage and salary set forth next level provided to such employees name of Purchaser holding similar positions in effect on Schedule 5.21 and (ii) the title and duties initially day before the Closing. Any Company Employee whose employment so continues following the Closing shall hereinafter be referred to be offered to each such Designated Employee as a “Continuing Employee.” Purchaser shall be similar provide to the title Continuing Employees employee benefits, including but not limited to participation in and duties set forth next benefits under pension plans, thrift plans, management incentive plans, equity incentive plans, stock ownership and purchase plans, group life plans, accidental death and dismemberment plans, travel accident plans, medical and hospitalization plans and long term disability plans, substantially the same, in the aggregate, as those, if any, provided to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become similarly situated employees of Buyer as of Purchaser in the Closing Date (hereafter United States. From and after the Transferred Employees). (b) With respect to each Transferred EmployeeClosing, Buyer Continuing Employees shall take into account the period of continuous employment with Seller solely (i) receive full credit for the purpose of applying the waiting period requirements (or any similar provisions) all purposes under any group healthsuch plans, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not including without limitation for purposes of determining the extent of eligibility and vesting or benefit accrual) under Buyers pensionlevels, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall but not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment actual accrual of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or for their service prior to the Closing Date with the Company, full credit for deductibles and Buyer co-payments, annual limits and lifetime limits under the welfare plans of Purchaser, and all preexisting conditions, limitations and waiting periods to which any such Continuing Employees are subject shall be responsible for waived under the payment welfare plans of Purchaser. Nothing in this section or elsewhere in this Agreement will require Purchaser to provide any particular form of employee benefit or to establish or maintain any particular type or form of employee benefit plan or preclude Purchaser from amending or terminating in its discretion any employee benefit plan maintained by Purchaser (“Purchaser Plan”) or, following the Closing, terminate the employment of any Comp Claim if Continuing Employee so long as the event which caused form of benefits and types and forms of plans maintained and amendments and terminations of such plans do not, in the injury or illness upon which aggregate, have a disproportionate adverse effect on the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Continuing Employees for vacation pay entitlements for periods prior a year. It is agreed by the parties that failure of Purchaser to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred provide Continuing Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains with coverage under a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant prior to Section 401(a)(31) January 1, 2004 shall not be a violation of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11preceding sentence.

Employee Matters. Except as described in Schedule 6.5, the Buyer agrees to continue to employ for a period of at least two (a2) On months after the Closing Date those Employees of the Company who are Employees in good standing as of the Closing Date, unless good cause exists for termination. Such employment shall be at least at the same salaries or hourly rates as presently being paid by the Company, and while such employment shall be on an "at will" basis, each such Employee will be evaluated by the Buyer shall offer employment by standards no different than those applied by the Buyer to those its other employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees)performing similar job functions. The Buyer shall offer employment on an at will basis agrees, to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, howeverthe fullest extent permitted by applicable law, that (i) all Employees of the salary initially Company and the Subsidiaries shall be entitled to be offered participate in the employee benefit plans, including group health, life and disability plans, presently maintained by the Buyer (true and correct copies of which have been furnished by the Buyer to each such Designated Employee shall not be less than the salary set forth next Sellers) pursuant to such employees name on Schedule 5.21 and the terms of those plans, (ii) the title and duties initially Buyer will not amend such employee benefit plans or permit any such plans to be offered to each such Designated Employee shall be similar amended in any way materially detrimental to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Company and the Subsidiaries during the two month period following the Closing Date Date, except for general and uniform changes applying to all employees covered by such plans, and (hereafter the Transferred Employees). (biii) With with respect to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) maintained or sponsored by Buyer, any waiting period for eligibility will be prorated for each Transferred Employee, Buyer shall take into account to the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any extent such Employee was covered under a similar provisions) under any group health, accident or life insurance plan maintained or sponsored by the Seller or contributed to by Buyer under which coverage of all Transferred Employees will be provided any Subsidiary, as of the Closing Date (Buyers Health and Insurance Plan)applicable, (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect Without limiting the foregoing, such Employees will receive credit for years of service with the Company and the Subsidiaries in determining vacation and sick days including credit for any accrued and unused sick and vacation time under the Company's or any Subsidiary's sick and vacation policy, as applicable. The Buyer shall cause the Company to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure comply with the WARN Act to asbestos, etc.), Seller shall the extent applicable and be solely responsible if for furnishing the Comp Claim was required notice of any "plant closing" or "mass layoff" which may occur after Closing, and the Buyer shall indemnify and hold the Sellers harmless for any inadequacy of such notice and for any liabilities under or relating to the WARN Act. In the event of the termination by the Buyer of any Employees of Company or the Subsidiaries during the first twelve (12) months following Closing, the Buyer hereby agrees to indemnify and hold the Sellers harmless from and against any claims arising from such terminations, unless such claims are based upon commitments, representations made on or other actions taken by Company to the terminated Employee prior to Closing and not disclosed by the Closing Date and Sellers to the Buyer (but for this purpose, the Company's severance policy heretofore provided to the Buyer shall not be solely responsible if deemed to be a commitment, representation or other action taken by the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation LiabilityCompany). Seller shall pay obligations to Transferred Employees Except for accrued vacation pay entitlement that accrued prior to the Closing Date in excess and sick time, no other employee benefit plan liability of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of Company or its Subsidiaries is being assumed by the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Buyer.

Employee Matters. (a) On The employment of the employees of the Bank who continue as employees of Purchaser on and after the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto Date (the Designated "Closing Date Employees). The Buyer ") shall offer be pursuant to the employment on an at will basis to each such Designated Employee on such terms policies and conditions as Buyer, in its sole discretion, shall determinepractices of Purchaser; provided, however, that any Closing Date Employee terminated within eight months after the Closing Date shall receive a severance payment equal to the higher of (i) severance payments due under the salary initially to be offered to each such Designated Purchaser's then current severance policy or (ii) severance payments due under the Seller's severance policy in effect at the Closing Date. However, a Closing Date Employee terminated within said eight months shall not be less than entitled to receive a severance payment if the salary set forth next to such employees name on Schedule 5.21 and termination is (i) for cause or (ii) if the title and duties initially terminated employee declines an offer for a position with compensation equal to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer or greater than said employee's compensation as of the Closing Date at an office of the Metropolitan Bank Group or one of its affiliated bank locations within 15 miles of the employee's location at the Bank. Purchaser shall pay, discharge, and be responsible for all salary, wages, claims (hereafter including any severance claims) and employee benefits arising out of or related to such employment from and after the Transferred Employees)Closing Date. (b) With respect Seller and its Affiliates shall pay, discharge and be responsible for all salary, wages, claims and employee benefits relating to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date (including, but not limited to, accrued vacation or holiday pay payable in lieu of time off or which may be carried over to future periods, annual or long-term incentive programs, pension, profit sharing and are not excludable savings plans, non-qualified deferred compensation plan and group health plan, including group health plan continuation coverage pursuant to Code Section 4980B(f) arising under the applicable Seller's Employee Plans of Sellerand Benefit Arrangements, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit including claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date but reported thereafter), to the extent that the liability for such salary, wages, claims and Buyer shall be responsible for employee benefits were not paid or accrued on the payment Financial Statements as of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Simultaneously with the Closing DateMerger, Buyer the Surviving Corporation shall offer assume all employment agreements, consulting agreements and termination benefit agreements which are in effect at Company on the date hereof. As of the Effective Time, Parent shall cause the Surviving Corporation to those employees of Seller set forth on Schedule 7.10 hereto (honor and satisfy all obligations and liabilities solely with respect to the Designated Employees)Company Benefit Plans maintained at the Company or Subsidiary level. The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as BuyerNotwithstanding the foregoing, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee Surviving Corporation shall not be less than required to continue any such particular Company Benefit Plan after the salary set forth next Effective Time, and any such Company Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Benefit Plan is terminated or amended after the Effective Time so as to such employees name on Schedule 5.21 and (ii) reduce the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With benefits that are then being provided with respect to participants thereunder, Parent shall arrange for each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (individual who is then a participant in such terminated or any similar provisions) under any group health, accident or life insurance amended plan to participate in a comparable benefit plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of Parent (solely in the Closing Date (Buyers Health and Insurance Plan), (iievent that Parent maintains a comparable plan) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms eligibility criteria thereof, and each individual shall be given credit, for purposes of Buyers vacation policies as may exist any service requirement for time to time. Buyer shall participation or vesting (but not recognize the benefit accrual for purposes of any defined benefit pension plan), for his or her period of employment of service with Company or any Transferred Employee with Seller Company Subsidiary credited under any other a similar plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the ClosingEffective Time, subject to appropriate break in service rules. (e) With respect Subject to the Transferred Employeesapproval of Parent's board of directors (or a duly authorized committee thereof), Buyer and Seller hereby agree as follows: (i) Seller following the Effective Time, Parent shall be responsible for the payment of any health, accident and other employee welfare benefit claims grant to employees of the Transferred Employees and their eligible dependents Surviving Corporation options to purchase shares of Parent Common Stock, based on the extent such claims fair market value of Parent's Common Stock on the actual date of grant, in amounts which are incurred before comparable to options granted to similarly situated employees of Parent but, which are not, in the Closing Date and are not excludable under aggregate, less than the applicable Employee Plans aggregate number of Seller, regardless options to purchase shares of when any such claim is submitted for payment. Buyer shall be responsible for the payment Company Common Stock granted to employees of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or Company prior to the Closing Date date hereof (after giving effect to the Reverse Split and Buyer the Exchange Ratio), which amounts shall be responsible for the payment determined by Parent's board of any Comp Claim if the event which caused the injury directors (or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liabilityduly authorized committee thereof). Seller Parent shall pay obligations use its reasonable best efforts to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess obtain such approval from its board of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party directors (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11a duly authorized committee thereof).

Employee Matters. (a) On Immediately prior to the Closing Date, Buyer shall Transpro will take, or will cause one of its Affiliates to take, such action as is necessary to terminate employment of the individuals listed on Section 3.15(a) of the Disclosure Schedule and identified thereon as "Transferred Employees" and to cause the Company to offer employment to those such individuals on substantially the same terms as applied to them as employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less Affiliate of Transpro other than the salary set forth next Company immediately prior to such employees name on Schedule 5.21 their termination. Effective as of the Closing Date, the Company will, and Transpro will cause the Company to, withdraw from and cease its participation in each Company Benefit Plan in which the Company then participates. To the extent required by Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ii) "COBRA"), as codified under Section 4980B of the title Code and duties initially to be offered to each such Designated Employee shall be similar Title I part 6 of ERISA, Transpro will retain responsibility for making COBRA continuation coverage available to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer the Company as of the Closing Date (hereafter the Transferred "Company Employees") for a loss of coverage occurring prior to the Closing Date. Transpro will retain responsibility for, and on and after the Closing Date will indemnify and hold the Company and its Affiliates harmless from, any and all obligations of Transpro or any of its Subsidiaries to Company Employees and any participants (including those relating to expenses incurred by Company Employees, participants or their eligible dependents prior to the Closing Date) arising under the Company Benefit Plans and based on any participation by Company Employees, participants and their eligible dependents in the Company Benefit Plans prior to the Closing Date or based on the employment of Company Employees or former employees of the Business prior to the Closing Date. Effective as of the Closing Date, the Company Employees will cease participation in the Transpro, Inc. 401(k) Savings Plan maintained by Transpro (the "401(k) Plan"). (bEffective as of the Closing Date, Transpro will cause the 401(k) With respect Plan to each Transferred Employee, Buyer shall take into be amended to fully vest the Company Employees in any account balances and will make any contributions to the period 401(k) Plan of continuous employment with Seller solely all accrued but unpaid employer and employee contributions. Modine will cause the Company Employees who remain employed by the Company on or after the Closing Date to be (i) provided with benefits under Modine's employee benefit plans, programs, policies or arrangements (collectively, "Modine's Benefit Plans") on substantially similar terms and conditions in the aggregate to those provided by Modine to its similarly situated employees and (ii) credited under Modine's Benefit Plans for their service prior to the purpose of applying the waiting period requirements (Closing Date with Transpro or any similar provisions) of its Subsidiaries for purposes of eligibility, pre-existing condition limitations, level of employer contributions and matching contributions, severance allowance and service-related level of benefits under Modine's Benefit Plans, except for purposes of accrued benefits under any group healthdefined benefit pension plan. Notwithstanding the foregoing, accident Modine will cause the Company to pay severance benefits in accordance with the Company's or life insurance plan maintained Transpro's severance plans or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided agreements in place as of the Closing Date (Buyers Health and Insurance described in Section 10.6(d) of the Disclosure Schedule with respect to each Company Employee whose employment is terminated by the Company on or prior to the first anniversary of the Closing Date. As of the Closing Date, Transpro will amend any Company Benefit Plan subject to Title IV of ERISA to cease further accrual of all benefits for all participating Company Employees thereunder. Transpro will retain all liability and responsibility for any obligations arising under any such Title IV Company Benefit Plan and will indemnify and hold the Company and each of its Affiliates harmless from any and all obligations of Transpro or any of its Subsidiaries under such Company Benefit Plan). Nothing contained in this Agreement will confer upon any Company Employee, (ii) or any legal representative thereof, any rights or remedies, including, without limitation, any right to employment for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pensionany specified period, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller nature or kind whatsoever, under any other plan or arrangement maintained by Buyer or for any purposes other than as described abovereason of this Agreement. (c) Notwithstanding anything to the contrary contained hereinin this Agreement, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties neither Modine nor any Affiliate of Modine will be required to continue any Transferred Employee at any time particular Modine Benefit Plan after the Closing Date for the Company Employees (except for severance benefits as provided in Section 10.6(d)), and (ii) at Buyers sole discretion, change any such Modine Benefit Plan may be amended or eliminate terminated in accordance with its terms and any of the plans, policies or arrangements of Buyer applicable Law. Prior to the Transferred EmployeesClosing, includingModine will consult with Transpro in respect of, without limitationand Modine will provide written notice to all Company Employees of, the plans, policies and arrangements of Buyer referred benefits under the Modine Benefit Plans to in Section 7.10(b). (d) Employees of Seller who do not become Transferred which the Company Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities entitled and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying Modine's legal obligations under this Section 601 et seq10.6 in respect thereto. In the event of ERISA and any breach by Modine of its obligations under this Section 4980B of 10.6, Transpro will have the Code (COBRA)right, to provide continuation coverage to or with respect to any Non- transferred Employee and in addition to any other person entitled rights and remedies existing in its favor, to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior apply to the Closing. (e) With respect any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief or other relief in order to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of enforce or prevent any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes violation of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc10.6.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On From the Closing Date until the first anniversary of the Closing Date (or until termination of the applicable Continuing Employee’s (as such term is defined below) employment), Buyer shall provide or cause the Acquired Companies (or another Affiliate of Buyer) to provide each employee of the Acquired Companies who is employed by the Acquired Companies immediately prior to the Closing and who remains employed by the Acquired Companies immediately after the Closing (each such employee, a “Continuing Employee”) (i) an annual base salary or base hourly wage rate, as applicable, that is at least equal to the annual base salary or base hourly wage rate, as applicable, payable by the Acquired Companies to such Continuing Employee as of date hereof (as such amount may be increased between the date hereof and the Closing for reasonable merit increases in the Ordinary Course of Business), (ii) annual cash bonus or incentive compensation opportunities (excluding equity incentives) that are substantially comparable in the aggregate to those (excluding equity and equity-based incentives) provided under the Benefit Plans listed in Schedule 3.1(q)(i) of the Disclosure Schedule by the Acquired Companies to such Continuing Employee immediately prior to the Closing Date (but disregarding any increases or enhancements made to such bonus and incentive compensation opportunities between the date hereof and the Closing), and (iii) other employee benefits (other than pension benefits, deferred compensation benefits, retiree health and welfare benefits, severance, retention, transaction and change of control benefits) that are substantially comparable in the aggregate to the employee benefits (other than pension benefits, deferred compensation benefits, retiree health and welfare benefits, severance, retention, transaction and change of control benefits) provided under the Benefit Plans listed in Schedule 3.1(q)(i) of the Disclosure Schedule to such Continuing Employee immediately prior to the Closing (but disregarding any increases or enhancements made to such employee benefits between the date hereof and the Closing). If the employment of any Continuing Employee is terminated by Buyer or Buyer’s Affiliates (including the Acquired Companies) (other than for cause or summary dismissal and other than by virtue of a transfer of employment between Buyer and/or its Affiliates (including the Acquired Companies)) within the one-year period immediately following the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each provide such Designated Employee on such terms and conditions employee with severance benefits in a manner consistent with Buyer’s severance guidelines, as Buyer, then in its sole discretion, shall determineeffect; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar that, to the title and duties set forth next to extent applicable, the calculation of any such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer severance benefits shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance such Continuing Employee’s service with the express terms of Buyers vacation policies Acquired Companies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee well as such Continuing Employee’s service with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcits Affiliates.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On Irish Holdco shall, or shall cause its applicable Subsidiary to, provide the employees of the Company and the Company Subsidiaries who remain employed immediately after the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits (but not for accrual of benefits under a defined benefit pension plan). The Buyer shall offer employment on an at will basis , as applicable, under any Plan established or maintained by Irish Holdco or any of its Subsidiaries (excluding any equity incentive compensation, retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; the Closing with the Company or the Company Subsidiaries; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Irish Holdco shall use commercially reasonable efforts to (i) the salary initially cause to be offered to waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each such Designated Employee shall not be less than of the salary set forth next to such employees name on Schedule 5.21 Plans established or maintained by Irish Holdco or any of its Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the title portion of the plan year in which the Closing occurs, under those health and duties initially welfare benefit plans in which such Continuing Employee currently participates to be offered taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the participation requirements (but not for purposes of determining applicable plan year. If and to the extent of vesting required by (x) applicable Law or benefit accrual(y) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers a Plan, following the Closing, Irish Holdco shall honor all accrued but unused vacation policies as may exist for and other paid time to time. Buyer shall not recognize off of the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything Continuing Employees that existed immediately prior to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, calendar year in which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcoccurs.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On From and after the Closing Date until the one-year anniversary of the Closing Date, Buyer Purchaser shall offer employment cause each employee of CNAC and its Subsidiaries (to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to extent each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially employee continues to be offered to each such Designated Employee shall employed by Purchaser, CNAC or any Subsidiary of CNAC following the Closing) who is not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer covered by a collective bargaining agreement as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment be given full credit for all service with Seller solely (i) for the purpose of applying the waiting period requirements (CNAC or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage Subsidiary of all Transferred Employees will be provided as of the Closing Date CNAC (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA)predecessor entity, to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent CNAC or a Subsidiary of CNAC gives service credit for service with such claims are incurred predecessor entity) before the Closing Date for purposes of eligibility and are not excludable vesting under the applicable Employee Plans any employee benefit plans or arrangements of Seller, regardless Purchaser or any of when its Affiliates (other than CNAC or any Subsidiary of CNAC) in which such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred participates on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e)Date, a health or accident claim shall be deemed to have been incurred when the services relating to the event same extent such service is recognized by CNAC or condition that is the subject any of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or its Affiliates immediately prior to the Closing Date and Buyer shall be responsible for (except to the payment extent that the crediting of any Comp Claim if such service would result in duplication of benefits). In the event which caused that such an employee shall participate in any employee welfare benefit plans of Purchaser or its Affiliates (other than CNAC or any Subsidiary of CNAC) in the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to calendar year containing the Closing Date and such pending participation commences other than at the expiration of the plan year under the corresponding welfare benefit plan maintained for such employee by CNAC or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment any Affiliate of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or CNAC immediately prior to the Closing Date and Buyer such participation, Purchaser shall, or shall be responsible for the payment cause its Affiliates (other than CNAC or any Subsidiary of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (ivCNAC) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31i) of the Code) from Sellers 401(k) plan at any time after the Closing, subject waive all limitations as to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form pre-existing condition exclusions and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only waiting periods with respect to such employee under such employee welfare benefit plans of Purchaser or its Affiliates, other than to the first five Transferred Employees extent limitations or waiting periods that are already in effect with respect to such employee under such corresponding welfare benefit plan maintained for such employee by CNAC or any Affiliate of CNAC immediately prior to such participation have not been satisfied as of such participation date, and (as provided ii) provide each such employee with credit for any co-insurance and deductibles paid in the Severance Plan) so terminated by Buyer on calendar year of the Closing prior to such participation date in satisfying any deductible or before April 19, 1997 and Buyer shall be responsible to make out-of-pocket requirements under such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights employee welfare benefit plans of Purchaser or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11its Affiliates.

Employee Matters. At any time within one (a1) On year after the Closing Closure Notice Delivery Date, Buyer shall offer Pabst may initiate discussions and make offers of employment to those any of Optionor’s or MillerCoors’ employees of Seller set forth on Schedule 7.10 hereto (at the Designated Employees). The Buyer shall offer employment on an at will basis Brewery that Pabst would like to each retain, provided that such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer offers of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees)are not effective until on or after Closing. (b) With respect to each Transferred EmployeeIn addition, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretionClosure Notice Delivery Date, change Pabst may initiate discussions with any or eliminate any all of the plansunions representing employees at the Brewery, policies provided that Pabst gives at least 3 days advance notice to MillerCoors. Pabst may consult with certain of Optionor’s or arrangements MillerCoors’ employees regarding the discussions with the unions but whether any employee or representative of Buyer applicable Optionor or MillerCoors participates in the union meetings shall be at Pabst sole and absolute discretion. Optionor and MillerCoors agree to make such personnel, including but not limited to labor relations and human resources employees, reasonably available to Pabst. Any agreement(s) reached between Pabst and any union may be binding but shall not have an effective date prior to Closing. The Parties will keep each other reasonably informed on an ongoing basis about their respective negotiations with the unions. Notwithstanding the foregoing, after the Closure Notice Delivery Date or earlier if MillerCoors gives notice to Pabst that it will be issuing notices pursuant to the Transferred EmployeesWARN Laws, includingPabst shall be permitted at Pabst's own expense to offer retention incentives to non-union employees it may wish to retain, without limitationand such offers may be payable at any time at, before or after Closing, provided Pabst pays all taxes associated with such retention incentives. Similarly, Pabst shall be permitted to negotiate with the plansunions retention incentives for certain union employees it may wish to retain, policies and arrangements of Buyer referred such offers may be payable by Pabst at any time before or after Closing, as well as all taxes associated therewith. The Parties agree to in Section 7.10(b). (dfollow the additional procedures set forth on Schedule 1.7(d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by SellerUnions. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11SC1:4886116.33

Employee Matters. (a) On Parent or the Surviving Corporation shall take such action as may be necessary so that on and after the Effective Time, and for one year thereafter, officers and employees of the Company and its Subsidiaries not covered by any collective bargaining agreement or labor contract who remain employed after the Closing Dateby Parent, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto its Subsidiaries, Affiliates or the Surviving Corporation (the Designated Employees“Parent Group”). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms , are provided compensation (including, but not limited to, base salary, base wages, annual and conditions as Buyerlong-term incentive compensation) and benefits (including, but not limited to, pension and welfare benefits but excluding equity compensation) which are, in the aggregate, materially no less favorable than those made available by the Company and its sole discretion, shall determine; provided, however, that (i) the salary initially Subsidiaries to be offered to each such Designated Employee shall not be less than the salary set forth next to such its officers and employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar immediately prior to the title and duties set forth next to such employees name on Schedule 5.21Effective Time. All such Designated Employees who accept such offer To the extent not duplicative of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employeebenefits, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying eligibility to participate, calculation of benefits and vesting in all benefits provided by the participation requirements (but not for purposes Parent Group to officers and employees of determining the extent Company and its Subsidiaries, such officers and employees will be credited with their years of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance benefits eligibility service with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title Company and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act its Subsidiaries and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents predecessors thereof to the extent such claims are incurred before the Closing Date and are not excludable service with a predecessor was so recognized under the applicable analogous Employee Benefit Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident Company and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or its Subsidiaries prior to the Closing Date and Buyer shall be responsible for the payment Effective Time. The eligibility of any Comp Claim such officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Parent Group shall not be subject to any exclusions for any pre-existing conditions if such individual had met the event which caused participation requirements of similar benefit plans and programs of the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or Company and its Subsidiaries prior to the Closing Date Effective Time. Amounts paid before the Effective Time by such officers and Buyer shall be solely responsible if employees of the Comp Claim was made Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, after the Closing Date; providedEffective Time, however, that if Seller had actual knowledge that any Comp Claim made after be taken into account in applying deductible and out-of-pocket limits applicable under the Closing Date was pending or threatened prior health plans of the Parent Group to the Closing Date and same extent as if such pending amounts had, when paid, been paid under such health plans of the Parent Group. Nothing contained in this Section 5.5 shall create any rights in any officer or threatened Comp Claim is not employee of the Company or any of its Subsidiaries in respect of continued employment for any specified period of any nature or kind whatsoever or, except as set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on following sentence, limit Parent’s or the Closing Date Financial Statement Surviving Corporation’s power to amend or terminate any particular Employee Benefit Plan or Foreign Benefit Plan or require (and the Vacation Liability)Company shall take no action that would require) the Parent or Surviving Corporation to continue any particular Employee Benefit Plan or Foreign Benefit Plan. Seller shall pay obligations to Transferred Employees for vacation pay entitlement To the extent that accrued prior to the Closing Date an agreement with an entity listed in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31Schedule 3.1(m)(i) of the Code)Company Disclosure Letter obligates the Company to require a purchaser or merger partner to assume the terms of that agreement, from or with respect toParent agrees to recognize, and cause the Surviving Corporation to recognize, the entity that is a party to such an agreement as the exclusive bargaining representative of the covered employees and to adopt and cause the Surviving Corporation to adopt, the terms of that agreement and any Transferred Employee related and current memorandums of any eligible rollover distribution (within agreement between the meaning of Section 401(a)(31Company and such entity as are set forth in Schedule 3.1(m)(i) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Company Disclosure Letter.

Employee Matters. (a) On XXX has agreed for a period of one year following the Closing Date, Buyer shall offer employment to those Effective Time: • that the employees of Seller set forth on Schedule 7.10 hereto OPAY and its subsidiary who are employed by the Surviving Corporation and its subsidiaries at the Effective Time (the Designated “Post-Merger Employees). The Buyer shall offer employment ”) will receive base salaries, wages, annual bonus opportunity and benefits (except any equity-based compensation) that are substantially comparable in the aggregate to the base salaries, wages, annual bonus opportunities and benefits (except any equity-based compensation) provided to such Post-Merger Employees immediately prior to the Effective Time; and • to maintain at least the same level of severance protection and on an at will basis to each such Designated Employee on such substantially the same terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next was provided to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Post-Merger Employee shall be similar immediately prior to the title and duties set forth next Effective Time. The Merger Agreement further provides that OPAY will endeavor to such employees name on Schedule 5.21. All such Designated Employees make payment to individuals who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) are participants in OPAY’s annual incentive compensation plan for the purpose of applying fiscal year 2013 in such amounts as are determined by the waiting period requirements (OPAY Board or any similar provisions) under committee thereof prior to the Effective Time. ACI will make any group healthsuch payments not made by OPAY as soon as practicable following the Effective Time. The Merger Agreement also provides that, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred with certain exceptions, the Post-Merger Employees will be provided as credited for all purposes under any employee benefit plan of ACI, the Closing Date (Buyers Health and Insurance Plan)Surviving Corporation or any of their subsidiaries in which such Post-Merger Employees participate. In addition, (ii) for purposes of applying in the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment event of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything change in the welfare benefits provided to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time Post-Merger Employees after the Closing Date and Effective Time, ACI will (ii1) at Buyers sole discretionwaive or use commercially reasonable efforts to cause its insurance carriers to waive, change all limitations as to pre-existing, waiting period or eliminate any of the plansactively-at-work conditions, policies or arrangements of Buyer applicable to the Transferred Employeesif any, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Nonparticipation and coverage requirements applicable to each Post-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Merger Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. same extent waived under a comparable benefits plan and (e2) With respect to the Transferred Employees, Buyer credit Post-Merger Employees for any co-payments and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating deductibles paid prior to any such event or condition are furnished. (ii) Seller shall be responsible change for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon plan year in which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etcEffective Time occurs.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. Employees of the Company and the Company Subsidiaries after the Effective Time shall continue to be generally entitled: (aA) On to participate in the Closing DateCompensation and Benefit Plans of the Company or the Company Subsidiaries in which the employees participate prior to the Effective Time; or (B) to benefits and compensation which in the aggregate are substantially equivalent to such benefits and compensation, Buyer for at least twelve (12) months following the Effective Time, provided that nothing in the Plan or this SECTION 8.10 shall offer constitute a promise or guaranty of employment for such twelve- (12) month period or any period or to those convert any employee from an employee whose employment is terminable at will, with or without cause. To the extent that employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms Company and conditions as BuyerCompany Subsidiaries are provided benefits under employee benefit plans, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 programs and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan arrangements maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of Purchaser and its affiliates during such twelve-month period after the Closing Effective Date (Buyers Health and Insurance Plan"Purchaser's Benefit Plans"), (ii) Purchaser shall, or shall cause its affiliates to, cause each such plan, program or arrangement to treat the prior service with the Company and the Company Subsidiaries of each such employee immediately prior to the Effective Date as service rendered to Purchaser or its affiliates, as the case may be, for purposes of applying the participation requirements eligibility to participate in and vesting thereunder (but not for purposes of determining the benefit accrual except with respect to vacation benefits) to a substantially similar extent of vesting or benefit accrual) as such service is recognized under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus corresponding plans, programs or arrangements of the Company and (iii) for purposes of determining vacation entitlement in accordance with the express Company Subsidiaries prior to the Effective Date; and the Purchaser shall cause such Purchaser Benefit Plan, to the extent possible under the terms of Buyers vacation policies as may exist for time such benefits plans, to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally give credit to such employees for any deductible or out-of-pocket amounts paid by such employees under the corresponding Company Compensation and Benefit Plan for the plan year in which the change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date occurs; and (ii) at Buyers sole discretion, change waive any preexisting condition limitation that was waived or eliminate any satisfied under the terms of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred Company Benefit Plan immediately prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Effective Date and are not excludable under the apply any waiting period limitations that would otherwise be applicable Employee Plans of Seller, regardless of when any to such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Effective Date in excess of a manner consistent with the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form way Purchaser and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future its affiliates would treat similarly situated employees of either party (or any dependents of Purchaser and its affiliates taking into consideration the service such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11employees had with the Company and Company Subsidiaries.

Employee Matters. (a) On the Closing Date, Buyer Purchaser shall offer employment to those all employees (the “Employees”) employed by Seller at the Banking Centers as of the Effective Time (other than employees whose function does not relate exclusively to operation of any Banking Center) in each case in a position similar in most respects to their respective then current functional positions and locations with remuneration not less than levels at the Effective Time and benefits generally equivalent to benefits offered by Purchaser to similarly situated employees of Purchaser. Except for Purchaser’s qualified and nonqualified pension plans (if any), Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) shall receive full credit for their prior service with Seller set forth on Schedule 7.10 hereto under Purchaser’s benefit plans and policies, including its vacation and sick leave policies, to the same extent as if such service had been with Purchaser. As of the Effective Time, the Transferred Employees and their dependents, if any, covered under Seller’s health insurance plan preceding the Effective Time shall be covered under Purchaser’s health insurance plan without being subject to any pre-existing condition limitations or exclusions. Transferred Employees shall not be required to satisfy the deductible and employee payments required by Purchaser’s comprehensive medical and/or dental plans for the calendar year of the Effective Time (i) to the Designated Employees). The Buyer shall offer employment on an at will basis extent of amounts previously credited during such calendar year under comparable plans maintained by Seller, or (ii) to each such Designated Employee on such terms and conditions the extent the same is waived in its entirety by the applicable insurer, as Buyer, determined by the applicable insurer in its sole discretion. Purchaser will assume all sick and vacation time accrued, shall determine; providedbut not used, however, that (i) by the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar Transferred Employees up to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as date of the Closing Date (hereafter the Transferred Employees)Closing. (b) With respect to each Purchaser’s qualified and nonqualified pension plans, Transferred Employee, Buyer Employees shall take into account the period of continuous employment receive full credit for prior service with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed and with other entities to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iiiservice with any such entity is treated by Seller as service with it) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything their participation eligibility and vesting rights to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b)same extent as if such service had been with Purchaser. (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility Benefits under Purchaser’s pension plans for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled be determined solely with reference to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Purchaser.

Employee Matters. (a) On New Davel agrees that individuals who are employed by PhoneTel or any of the PhoneTel Subsidiaries immediately prior to the Closing Date shall remain employees of PhoneTel or such PhoneTel Subsidiary as of the Closing Date (each such employee, an "Affected Employee"); provided, however, that nothing contained herein shall confer upon any Affected Employee the right to continued employment by PhoneTel or any of the PhoneTel Subsidiaries for any period of time after the Closing Date which is not otherwise required by law. (b) New Davel shall, or shall cause PhoneTel or one of the Davel Subsidiaries to give Affected Employees full credit for purposes of eligibility and vesting under any employee benefit plans or arrangements maintained by New Davel, PhoneTel or any of the Davel Subsidiaries for such Affected Employees' service with New Davel, PhoneTel or any affiliate thereof to the same extent recognized immediately prior to the Closing Date. (c) New Davel shall, or shall cause PhoneTel or one of the Davel Subsidiaries to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans in which such employees may be eligible to participate as of or after the Closing Date, Buyer other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any welfare plan maintained for the Affected Employees immediately prior to the Closing Date, and (ii) provide each Affected Employee with credit for any co- payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in as of or after the Closing Date. (d) As of the Closing Date and through the period ending no earlier than December 31, 1998, New Davel shall, or shall offer employment cause PhoneTel or one of the Davel Subsidiaries to, provide coverage and benefits to those employees of Seller set forth on Schedule 7.10 hereto Affected Employees pursuant to the employee benefit plans or arrangements (including, without limitation, the Designated Employees). The Buyer shall offer employment on an at will basis Plans) maintained by PhoneTel for such Affected Employees immediately prior to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determinethe Closing Date; provided, however, that (i) the salary initially to be offered to each such Designated Employee this Section 6.07(d) shall not be less than the salary set forth next require New Davel to such employees name on Schedule 5.21 provide or maintain any equity-based compensation plans of PhoneTel and (ii) nothing contained herein shall confer upon any Affected Employee the title right to continued coverage and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next benefits pursuant to such employees name on Schedule 5.21PhoneTel plans or arrangements after December 31, 1998. All such Designated Employees who accept such offer of employment of Buyer (e) The PhoneTel Surviving Corporation shall become employees of Buyer continue to honor all employment, severance, separation and other compensation agreements existing as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (between PhoneTel or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies PhoneTel Subsidiaries with any officer or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employeesemployee thereof, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability6.07(e). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.116.08

Employee Matters. Buyer has issued, or has caused its Affiliate to issue, written offers of employment to all Employees. All employment offers issued by Buyer or its Affiliate under this Section 7.9 shall be effective from and after the Execution Date and shall provide for the same regular salary or hourly rate, as applicable, as each Employee had with Cardinal III immediately before the Execution Date for at least one (a1) year following the Execution Date, plus equivalent other terms and conditions of employment (including without limitation position, title, duties, responsibilities, insurance and other employee benefits, bonus, incentive opportunity (excluding equity-based compensation), vacation, sick, or other paid leave) substantially comparable, in the aggregate, to the terms and conditions of employment that Buyer or its Affiliates provide to similarly situated employees. Prior to the Execution Date and in accordance with the terms and provisions of the Option Agreement, Buyer has previously notified Seller in writing as to the identities of such Employees who have accepted Buyer’s offers of employment (the “Hired Employees”). Seller has caused Cardinal III to accept the resignation or terminate the employment of the Hired Employees effective as of the date immediately before the Execution Date. On and after the Closing Execution Date, Buyer shall offer employment cause each Hired Employee to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each receive full credit for such Designated Employee on such terms Employee’s service with Cardinal III and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) predecessor for purposes of applying the participation requirements eligibility, benefit level and accrual (but not for purposes of determining the extent of benefit accruals under qualified or non-qualified defined benefit pension plans), and vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by benefit plans made available to employees of Buyer or for any purposes other than as described above. (c) Notwithstanding anything Affiliate of Buyer that employs the Hired Employees in which a Hired Employee participates to the contrary contained herein, Buyer may (i) unilaterally change the salary (either same extent recognized by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred Cardinal III immediately prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Execution Date; provided, however, that if Seller had actual knowledge such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service. On and after the Execution Date, Buyer shall or shall cause any Comp Claim made Affiliate that employs the Hired Employees to make reasonable efforts to (a) waive any preexisting condition limitations otherwise applicable to Hired Employees and their eligible dependents under any plan of Buyer or its Affiliate that provides health benefits in which Hired Employees may be eligible to participate on and after the Closing Date was pending and (b) waive any waiting period limitation or threatened evidence of insurability requirement that would otherwise be applicable to a Hired Employee and his or her eligible dependents on or after the Execution Date, in each case to the extent such Hired Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous employee plan of Cardinal III or Insperity immediately prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Execution Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to any insured plan the first five Transferred Employees (as provided in the Severance Plan) so terminated by obligations of Buyer on or before April 19, 1997 and Buyer its Affiliate hereunder shall be responsible limited to make (i) requesting in good faith that the applicable insurer implement such severance payments to all other Transferred Employeesactions, and (ii) incurring any reasonable administrative costs related thereto, if necessary. (h) Neither Buyer nor Seller intends The provisions of this Section 7.10 7.9 are intended to create benefit the Parties and nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any other Person (including, for the avoidance of doubt, any Employees) other than the Parties and their respective permitted successors and assigns, any legal or equitable or other rights or interest, except as between Buyer and Seller and no present remedies under or future employees by reason of either party (or any dependents provision of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11.

Employee Matters. (a) On For a period of not less than one year following the Closing Date, Buyer the Surviving Corporation shall offer employment to those provide all individuals who are employees of Seller set forth the Company and the Subsidiaries on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter an "Employee"), while employed by the Transferred Employees). Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (bother than equity based compensation, benefits and opportunities) With respect which are substantially comparable in the aggregate to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed those provided to by Buyer under which coverage of all Transferred such Employees will be provided as of the date of this Agreement. Nothing contained in this Section 5.08 shall be deemed to grant any such Employee any right to continued employment after the Closing Date (Buyers Health and Insurance Plan), (ii) Date. Each such Employee shall receive credit for purposes of applying the participation requirements eligibility and vesting (but not for the purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment amount of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or benefits with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health employee benefit plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before established after the Closing Date and are not excludable Date) under any employee benefit plan, program or arrangement established or maintained by the applicable Surviving Corporation or its subsidiaries under which each Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall may be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred participate on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event same extent recognized by the Company or condition that is the subject any of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or Subsidiaries under comparable plans immediately prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that such crediting of service shall not operate to duplicate any Comp Claim made benefit or the funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by the Surviving Corporation after the Closing Date was pending or threatened prior (each a "Surviving Corporation Welfare Benefit Plan") shall be waived, to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached heretoextent it would have been waived under the corresponding Employee Plan for the Employees (other than pre-existing conditions that are already in effect with respect to the Employees, thento the extent permitted by Law). Subject to the preceding sentence, and nothing in such event, Seller this Agreement shall be responsible for interpreted as limiting the payment power of the Surviving Corporation to amend or terminate any particular Surviving Corporation Welfare Benefit Plan or any other particular employee benefit plan, program, agreement or policy, or as requiring the Surviving Corporation to offer to continue the employment of any such Comp Claim regardless employee of when such Comp Claim is made. the Company or its Subsidiaries for any period of time or to offer to continue (iiiother than as required by its written terms) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claimsEmployee Plan; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to Surviving Corporation shall comply with all Contracts with employees of the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor Company disclosed on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers Company Disclosure Schedule pursuant to Section 401(a)(313.18(b) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11hereof.

Employee Matters. (a) On For a period commencing on the Closing Date and ending no earlier than the first anniversary of the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, take any action necessary so that (i) all employees of Seller and the salary initially Subsidiaries on the Closing Date (the “Affected Employees”) shall continue to be offered receive base wages and salaries at rates no less favorable to each such Designated Employee shall not be less employee than the salary set forth next rates of wages and salaries paid by Seller or any of the Subsidiaries to such employees name on Schedule 5.21 Affected Employees immediately prior to the Closing Date, and (ii) all Affected Employees who remain employed with a Subsidiary (or Buyer or one of its Affiliates) after the title and duties initially Closing Date shall be provided with benefits, in the aggregate, that are substantially comparable to be those offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of Seller or the Subsidiaries immediately prior to the Closing Date (hereafter excluding equity incentive benefit programs), subject to the Transferred Employees)terms and conditions of employment of each Affected Employee and Requirements of Law. (b) With respect to each Transferred Employee, Buyer shall take into account grant to such Affected Employees service credit under Buyer’s employee benefit plans for eligibility, vesting, and for benefit calculation purposes for benefits where seniority increases the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed benefit to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements an employee is entitled (but not for purposes of determining the extent benefit accrual under a defined benefit or defined contribution retirement plan) equal to years of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee service with Seller under any other plan and the Subsidiaries for such Affected Employees. In the event Buyer does not continue the Benefit Plans for the 12-month period following the Closing Date and instead causes the Affected Employees to participate in employee benefit programs sponsored or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything its Affiliates, Buyer shall, to the contrary contained hereinextent permissible under its employee benefit programs, Buyer may including any applicable insurance contracts: (iA) unilaterally change the salary waive all limitations as to preexisting condition exclusions and waiting periods with respect to Affected Employees under Buyer’s employee benefit programs (either by increase or decreaseincluding medical, dental and disability coverage) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (iiB) at Buyers sole discretion, change or eliminate cause Affected Employees to be credited with any amounts paid under employee benefit plans and programs maintained by any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or Subsidiaries prior to the Closing Date toward satisfaction of the applicable deductible amounts and Buyer co-payment minimums under such programs. Nothing in this Section 7.1(a) shall be responsible for the payment of any Comp Claim if the event which caused the injury negate either party’s obligations or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior duties pursuant to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only TUPE Regulations with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Employee or require Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11put into place a replacement share option scheme.

Employee Matters. (ai) Within five (5) business days after the execution of this Agreement ("Interview Period"), the Buyer shall have the right to interview the employees listed on SCHEDULE 6(c). On or before the fifth (5th) business day after the Interview Period, the Buyer shall deliver to the Seller a list of any such employees ("Employees") that the Buyer desires to make an offer of employment. At the Closing, the Buyer shall make offers of employment to each Employee at salaries, wages and benefits that are in the aggregate comparable withat least as great as the salaries, wages and benefits as paid by the Seller and its subsidiaries on the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar waive any preexisting condition limitations applicable to the title Employees and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as any covered dependents under the group medical plan of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan)its Affiliates, (ii) ensure that Employees are given full credit for purposes all copayments and deductibles incurred by such Employees and covered dependents under the applicable group medical plan of applying the participation requirements (but not Seller and its subsidiaries for purposes of determining the extent of vesting or benefit accrual) under Buyers pension1998 plan year, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) cause any such plan that is an Employee Pension Benefit Plan and that is intended to be qualified under Section 401 of the Code to credit Employees for participation and vesting purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist only under such plan for time to time. Buyer shall not recognize the their period of employment of any Transferred Employee with the Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees its subsidiaries and their eligible dependents predecessors to the extent such claims are incurred before predecessor employment was recognized by any tax-qualified pension plan of the Closing Date Seller and are not excludable its subsidiaries and credit Employees for their period of employment with the Seller and its subsidiaries for purposes of participation or accruals under any vacation, sick leave or other service-based plan or policy (other than any severance or pension plan or policy) of the applicable Buyer or its Affiliates. (ii) The Buyer agrees that, if any Employee Plans of Seller, regardless of when any such claim who accepts employment with the Buyer is submitted for payment. terminated from employment by the Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date but on or before the first anniversary thereof for any reason other than cause, or is required to transfer to a job location that is more than 50 miles from his or her current job location or to take a reduction in salary, wages or benefits, but refuses such transfer or reduction and are not excludable terminates his or her employment with the Buyer, the Buyer shall provide the Employee with (A) a lump sum cash severance payment equal to the severance to which such Employee would have been entitled under the express terms severance policy of Buyers Health the Seller attached as SCHEDULE 6(c)(ii) based upon such Employee's years of service and Insurance Plansalary with the Seller and its subsidiaries and their predecessors to the extent such predecessor employment is recognized by such severance policy, and (B) continued health insurance coverage for the Employee and his or her dependents under Part 6 of Title I of ERISA (COBRA) at a cost to the Employee that is not in excess of the cost of coverage for active employees of the Buyer or its Affiliates who were formerly employed by the Seller or its Affiliates. For purposes of this Section 7.10(esubparagraph (ii), a health or accident claim termination shall be deemed to have been incurred when the services relating to the event or condition that for cause if it is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (conduct such as exposure to asbestosfraud, etc.)embezzlement, Seller shall be solely responsible if theft, commission of a felony or any other criminal act against the Comp Claim was made on Buyer or prior to the Closing Date its Affiliates or deliberate and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date substantial disregard of assigned duties and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is maderesponsibilities. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment As of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect , the Buyer shall make available (or cause one of its Affiliates to any claim which is based upon make available) a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible defined contribution plan for the payment benefit of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing Employees (" Buyer DC Plan"). As promptly as practicable after the Closing Date, the Seller shall cause the trustee of the El Paso Energy Corporation Retirement Savings Plan ("Seller DC Plan") to transfer to the trustee of the Buyer DC Plan, and the Buyer shall be responsible for cause the payment trustee of all other claims; providedthe Buyer DC Plan to accept, however, that if the account balances of each Employee with respect to whom the Seller had actual knowledge that any claim made after DC Plan maintains an account as of the close of business on the Closing Date was pending or threatened Date. Such transfers shall be equal to the value of the transferred account balances as of the close of business on the day preceding the date of transfer and shall be in cash (or, in the case of participant loans granted prior to the Closing Date Date, if any, such loans and promissory notes or other documents evidencing such pending loans). The Buyer DC Plan shall protect, maintain and continue any rights or threatened claim is not set forth on Schedule 5.22 attached heretofeatures of the Seller DC Plan that, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior pursuant to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess provisions of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31411(d)(6) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within are required to be continued for the meaning of Section 401(a)(31) benefit of the Code) from Sellers 401(k) plan at any time after Employees, but only to the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under extent required by Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller411(d)(6). (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Pland). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. As of the Effective Time, Seller shall terminate all of its employees at the Hospital, and Purchaser and/or HHC Pennsylvania shall hire the Hired Employees commencing as of the Effective Time in positions and at compensation levels consistent with those being provided by Seller immediately prior to the Effective Time. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Purchaser with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. Within the period of ninety (a90) On days before the Closing DateClosing, Buyer Seller shall offer not, and within the ninety (90) days following the Closing, Purchaser and/or HHC Pennsylvania shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (2) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the WARN Act. With respect to those terminations of employees following the Closing, Purchaser shall be responsible for any notification required under the WARN Act. In respect of the employees employed by Purchaser and/or HHC Pennsylvania, such employer shall provide such employees with employee benefits consistent with the benefits generally offered to similarly situated employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis employer and, to each the extent such Designated Employee on such terms and conditions as Buyerbenefits are based, in its sole discretionwhole or in part, on service with such employer, the employer shall determinerecognize the existing seniority and service with Seller of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, however, that (i) no such credit need be given in respect of any new plan commenced or participated in by the salary initially employer in which no prior service credit is given or recognized to be offered or for other plan beneficiaries. Notwithstanding the foregoing, Purchaser and/or HHC Pennsylvania, as the case may be, shall continue in effect through December 31, 2005 or later, the health insurance coverage provided to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of Seller on the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after day immediately preceding the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On The Surviving Corporation and SunTrust shall assume, honor, maintain and perform on and after the Closing DateEffective Time, Buyer shall offer employment to those employees without deduction, counterclaims, interruptions or deferment (other than withholding under applicable law), all vested benefits of Seller set forth on Schedule 7.10 hereto (any person under all Crestar Employee Plans in accordance with the Designated Employees)terms of such plans. The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as BuyerWithout limiting the generality of the foregoing, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date Effective Time, SunTrust shall assume and honor and shall cause the Surviving Corporation to assume and to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between Crestar or any Crestar Subsidiary and any director, officer or employee thereof (hereafter each an "Executive Agreement") except as otherwise expressly agreed between SunTrust and such person. SunTrust and Crestar hereby agree that the Transferred Employees)execution of this Agreement or the consummation of the Merger shall constitute a "Change in Control" for purposes of any Executive Agreement and all other Crestar Employee Plans, as is provided for under the terms of such plan. (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage For purposes of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or employee benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements maintained or contributed to by SunTrust or the Surviving Corporation, SunTrust shall credit and cause the Surviving Corporation to credit employees of Crestar and the Crestar Subsidiaries as of the Effective Time (iii"Crestar Employees ") with all service with Crestar or any Crestar Subsidiary for purposes of determining vacation entitlement in accordance with eligibility and vesting as if such service, and compensation therefrom, had been performed for SunTrust. From and after the express terms of Buyers vacation policies as may exist for time to time. Buyer Effective Time, SunTrust shall, and shall not recognize cause the period of employment of Surviving Corporation to, cause any Transferred Employee with Seller and all pre-existing condition limitations under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything health plans to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever be waived with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Crestar Employees and their eligible dependents to the extent that such claims are incurred before conditions were covered by Crestar's health plans. To the Closing Date and are not excludable under the applicable extent that any Crestar Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents have, before the Effective Time, satisfied in whole or in part any annual deductible or paid any out of pocket or co-payment expenses under the applicable plan of Crestar, SunTrust shall credit such individual therefor under the corresponding plan of SunTrust or Surviving Corporation in which such individual participates after the Effective Time. A Crestar Employee who is eligible for a specific period of paid vacation at the Effective Time under Crestar's standard vacation policy shall remain eligible for that period of paid vacation after the Effective Time. (c) Except as otherwise provided herein or in the Crestar Disclosure Letter, SunTrust shall, and shall cause the Surviving Corporation to maintain, the Crestar Employee Plans at least through December 31, 1998. SunTrust for 1999 will provide the Crestar Employees with benefits under SunTrust's employee benefit plans or Crestar's employee benefit plans, or a combination of such plans, which will (in SunTrust's judgment) be no less favorable in the aggregate to Crestar Employees than the benefits provided at the Effective Time to Covered Employees generally. Thereafter, Crestar Employees shall participate in such employee benefit plans, or combination of plans, of SunTrust as determined by a committee which will be formed as soon as practicable after the date hereof by SunTrust and Crestar, which committee shall make recommendations to the extent current Chief Executive Officers of SunTrust and Crestar. (d) SunTrust shall, and shall cause the Surviving Corporation to, maintain without adverse amendment Crestar's deferred compensation plans with respect to (A) any amounts deferred as of the date hereof and (B) amounts with respect to which deferral elections are in place as of the date hereof and relate to bonuses paid to or to be paid in respect of 1997 and 1998. SunTrust further agrees to permit the deferral of any bonus amounts paid in respect of calendar years 1997 and 1998 and to take no action with respect to amounts deferred during such claims are incurred on or after years which would prevent such amounts from becoming entitled to the Closing Date and are not excludable under most favorable interest rates provided in such deferred compensation plans, notwithstanding the express terms occurrence of Buyers Health and Insurance Plan. For a Change of Control for purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnishedCrestar's various bonus and production incentive plans. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge SunTrust hereby agrees that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims deferral elections made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after date hereof by any Crestar Employee pursuant to the Closing Date, and Buyer deferred compensation plans shall be responsible honored notwithstanding (i) the involuntary termination of any such Crestar 24 26 Employee's employment as of or following the Effective Time (other than for cause) or (ii) in the payment case of all other claims; providedthose Crestar Employees who are parties to an Executive Agreement, howeverthe termination of any such Crestar Employee's employment for Good Reason (as defined in such Executive Agreement) as of or following the Effective Time. (e) SunTrust acknowledges and agrees that, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened immediately prior to the Closing Date Effective Time, Crestar may make payment in shares of Crestar Common Stock (net of applicable withholding taxes) in settlement of all awards under Crestar's Value Share II and Value Share III plans in accordance with the terms of Crestar's 1993 Stock Incentive Plan and any related agreements, including any Incentive Award Agreement relating to such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liabilityawards. (f) Buyer maintains a 401(kSunTrust's obligations under the first and second sentences in Section 5.5(a) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) and any related provisions of the Code)Crestar Disclosure Letter) are intended to be for the benefit of, from or with respect toand shall be enforceable by, any Transferred Crestar Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from which such Plan in accordance with applicable lawobligations relate. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.115.6

Employee Matters. (a) On Parent agrees to cause the Closing DateSurviving Corporation or its Subsidiaries to provide any employee of the Company or any of its Subsidiaries who remains employed with the Surviving Corporation or any if its Subsidiaries after the Effective Time (collectively, Buyer shall offer employment to those employees of Seller set forth the “Company Employees”) with, (a) for the period commencing at the Effective Time and ending on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such December 31, 2011, compensation, benefits, perquisites and other terms and conditions as Buyerof employment that are substantially comparable, in its sole discretionthe aggregate, shall determine; providedto the benefits, perquisites and other terms and conditions that are provided to Company Employees immediately prior to the Effective Time (excluding, however, that (i) the salary initially benefits under any defined benefit plans, equity compensation plans, or any other plan or agreement terminated pursuant to, or in connection with, this Agreement), unless Parent is legally or contractually required to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 provide otherwise and (iib) for the title period commencing January 1, 2012 and duties initially to be offered to each such Designated Employee shall be similar ending on December 31, 2012, benefits, perquisites and other terms and conditions of employment that are substantially comparable, in the aggregate, to the title compensation, benefits, perquisites and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer other terms and conditions of employment of Buyer shall become that are provided to similarly situated employees of Buyer Parent (excluding, however, benefits under any defined benefit pension plans), as such compensation, benefits, perquisites and other terms and conditions of employment may change from time to time, unless Parent is legally or contractually required to provide otherwise. Parent shall, and shall cause the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation to, treat, and cause the applicable benefit plans in which Company Employees are entitled to participate after the Closing Date (hereafter to treat, the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account service of Company Employees with the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (Company or any similar provisions) under of its Subsidiaries attributable to any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of period before the Closing Date (Buyers Health and Insurance Plan)as service rendered to Parent, (ii) the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation for purposes of applying the participation requirements eligibility to participate and vesting (but not for purposes of determining benefit accruals), determination of severance benefits, and paying, providing or satisfying when due all vacation, sick pay and other paid time off accrued but unused as of the extent Closing Date. Without limiting the foregoing, Parent shall, and shall cause the Surviving Corporation or any Subsidiary of vesting Parent or the Surviving Corporation to, waive, and cause the applicable benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement plans in accordance with the express terms of Buyers vacation policies as may exist for time which Company Employees are entitled to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time participate after the Closing Date and (ii) at Buyers sole discretionto waive, change any pre-existing conditions or eliminate any of the planslimitations, policies eligibility waiting periods or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or required physical examinations with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Company Employees and their eligible dependents dependents, to the extent such claims are incurred before the Closing Date and are not excludable waived or satisfied under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or similar Benefit Plan immediately prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer Parent shall, and shall be responsible for cause the payment Surviving Corporation or any Subsidiary of all other claims; providedParent or the Surviving Corporation to, howeverrecognize and credit, that if Seller had actual knowledge that any claim made and cause the applicable benefit plans in which Company Employees are entitled to participate after the Closing Date was pending to recognize and credit, any deductibles paid by Company Employees or threatened prior to their eligible dependents under any of the Benefit Plans that are group health plans in the plan year in which the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached heretooccurs towards deductibles under the group health plans of Parent, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan Surviving Corporation or any other severance plan to any Subsidiary of Parent or the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11Surviving Corporation.

Employee Matters. (a) On During the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall, or shall offer employment to those employees cause the Company Group to, provide each employee of Seller any member of the Company Group set forth on Schedule 7.10 hereto 7.13 (the Designated “Continuing Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, ”) with a base annual salary or wage rate that (i) the salary initially to be offered to each such Designated Employee shall not be is no less than the base annual salary set forth next or wage rate that is in effect for such employee immediately prior to the Closing Date, annual cash bonus opportunities that are no less favorable in the aggregate than the annual cash bonus opportunities provided to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar employee immediately prior to the title Closing Date. During the period beginning on the Closing Date and duties set forth next ending on December 31, 2019, Buyer shall, or shall cause the Company Group to, provide the Continuing Employees with employee benefits that are no less favorable in the aggregate than the benefits provided under the Company Employee Benefit Plans and any other plans, programs, or arrangements available to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer employee as of the Closing Date (hereafter Date; provided that, for those employees of the Transferred Employees)Company Group whose terms and conditions of employment are governed by a collective bargaining agreement, such employees’ terms and conditions of employment shall continue to be so governed. (b) With respect to each Transferred EmployeeBuyer further agrees that, from and after the Closing Date, Buyer shall, or shall take into account cause the period of continuous employment Company Group to, grant each Continuing Employee with Seller solely credit for any and all service with the Company Group (iand any predecessor thereof) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed earned prior to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health a) for eligibility and Insurance Plan), vesting purposes and (iib) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting vacation and paid time off accrual and severance benefit determinations under each benefit or benefit accrual) under Buyers pensioncompensation plan, 401(k) savingsprogram, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan agreement or arrangement that may be established or maintained by Buyer or for any purposes other than as described aboveAcquired Entity on or after the Closing Date (the “New Plans”). (c) Notwithstanding anything to the contrary contained hereinIn addition, Buyer may hereby agrees that Buyer shall, or shall cause the applicable Acquired Entity to use commercially reasonable efforts to (i) unilaterally change cause to be waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the salary (either extent waived or satisfied by increase or decrease) and/or the title and duties a Continuing Employee under any Company Employee Benefit Plan as of any Transferred Employee at any time after the Closing Date and (ii) cause any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer any rights (including any third-party beneficiary rights), remedies or claims upon any employee of any Acquired Entity, any Continuing Employee or any other Person, other than the Parties to this Agreement, or shall constitute an amendment to or any other modification of any New Plan or Company Employee Benefit Plan. Buyer agrees and acknowledges that all collective bargaining agreements in effect at Buyers sole discretion, change or eliminate any Acquired Entity as of the plans, policies or arrangements of Buyer Closing Date will continue in effect after the Closing Date in accordance with their terms and with applicable Law. Notwithstanding anything to the Transferred Employeescontrary herein, including, without limitation, Buyer and the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) Acquired Entities shall be wholly borne by Seller. Seller shall be solely responsible for satisfying any obligations arising under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree all “M&A qualified beneficiaries” as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this defined in Treasury Regulations Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc54.4980B-9.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, Purchasers acknowledge that (i) certain employees who work exclusively in the salary initially to be offered to each such Designated Employee shall not be less Business are employed by WC or an Affiliate of WC rather than the salary set forth next to by WCS (such employees name on Schedule 5.21 are referred to herein as the "Dedicated Employees"), and (ii) certain employees of WC or an Affiliate of WC provide services on behalf of the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to Business as part of their responsibilities but also provide services on behalf of WC or an Affiliate of WC (such employees name on are referred to herein as the "Shared Employees"). Schedule 5.215.5(a) attached hereto sets forth a list of all Dedicated Employees as of the date hereof and a description of the types and number of full time equivalent Shared Employees as of the date hereof. All As soon as practicable after the execution hereof, Sellers shall deliver to Purchasers a list of all Shared Employees. No later than ten business days after the date such Designated list is delivered, Purchasers shall deliver to Sellers a list of the Shared Employees who accept such offer of employment of Buyer shall Purchasers would like to become employees of Buyer WCS or a WC Subsidiary as of the Closing Date as contemplated by this Section 5.5(a) (hereafter such employees are referred to as the Transferred "Selected Shared Employees"). (b) With respect No later than two Business Days prior to each Transferred Employeethe Closing, Buyer WCS shall take into account extend offers of employment to the period of continuous employment with Seller solely (i) for Dedicated Employees and the purpose of applying the waiting period requirements (Selected Shared Employees who are employed by WC or any similar provisions) under affiliate of WC as of such date (which offers may include the requirement that such employee execute such agreements or complete such other activities as any group healthnew employee of WCS or such WCS Subsidiary would be required to execute or complete), accident or life insurance plan maintained or sponsored by or contributed offering to by Buyer under which coverage of all Transferred employ such Dedicated Employees will be provided and Selected Shared Employees effective as of the Closing Date (Buyers Health on terms and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance conditions consistent with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan and conditions on which WCS or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained hereinsuch WC Subsidiary employs similarly situated employees, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, including without limitation, participation in the plans, policies and arrangements of Buyer referred to WCS Employee Benefit Plans as provided in Section 7.10(b5.5(d). As of the Closing Date, WCS or a WC Subsidiary shall hire and employ each such Dedicated Employee or Selected Shared Employee who accepts such offer of employment. (d) The Employees of Seller who do not become Transferred Employees so employed are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the "Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e."), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11

Employee Matters. (a) On The Parent shall take such action as may be necessary so that on and after the Effective Time, and for one (1) year thereafter, officers and employees of the Company and its Subsidiaries who remain after the Closing Datein the employ of the Company or its Subsidiaries are, Buyer shall offer employment as Parent may determine from time to time, provided employee benefits which, in the aggregate, are substantially similar to those made available by Parent to officers and employees of Seller set forth on Schedule 7.10 hereto (Parent and its Subsidiaries having similar responsibilities and positions. For purposes of eligibility to participate and vesting in benefits provided by Parent to such officers and employees, but not benefit accrual, Parent shall provide that the Designated Employees)officers and employees of the Company and its Subsidiaries will be credited with their years of service with the Company and its Subsidiaries and any predecessors thereof to the extent service with Parent and its Subsidiaries and any predecessors thereof is taken into account under the plans of Parent and its Subsidiaries. The Buyer shall offer employment on an at will basis eligibility of any officer or employee of the Company and its Subsidiaries to each such Designated Employee on such terms and conditions as Buyer, participate in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee any welfare benefit plan or program of Parent shall not be less than the salary set forth next subject to any exclusions for any pre-existing conditions if such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying individual has met the participation requirements (but not for purposes of determining similar benefit plans and programs of the extent of vesting Company and its Subsidiaries. Parent shall provide that all individuals eligible to participate in any plan or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement arrangement contemplated above shall be immediately eligible to participate in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other similar plan or arrangement maintained by Buyer Parent or for its Subsidiaries (or the same plan or arrangement if still maintained). Parent shall provide that amounts paid before the Effective Time by officers and employees of the Company and its Subsidiaries under any purposes other than health plans of the Company or its Subsidiaries shall, after the Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Parent provided as described above. (c) Notwithstanding anything of the Effective Time to the contrary same extent as if such amounts had been paid under such health plans of Parent. Nothing contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in this Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees5.2(a) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to create any rights in any officer or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other or former officer or employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such Comp Claim regardless of when such Comp Claim is made. (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31any beneficiary or dependent thereof) of the Code), from or with respect toCompany, any Transferred Employee of its Subsidiaries or the Surviving Corporation in respect of continued employment for any specified period of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits nature or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only with respect to the first five Transferred Employees (as provided in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer shall be responsible to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create any rights or interest, except as between Buyer and Seller and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 7.11kind whatsoever.

Employee Matters. (a) On For a period of not less than one year following the Closing Date, Buyer the Surviving Corporation shall offer employment to those provide all individuals who are employees of Seller set forth the Company and the Subsidiaries on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter an “Employee”), while employed by the Transferred Employees). Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (bother than equity based compensation, benefits and opportunities) With respect which are substantially comparable in the aggregate to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed those provided to by Buyer under which coverage of all Transferred such Employees will be provided as of the date of this Agreement. Nothing contained in this Section 5.08 shall be deemed to grant any such Employee any right to continued employment after the Closing Date (Buyers Health and Insurance Plan), (ii) Date. Each such Employee shall receive credit for purposes of applying the participation requirements eligibility and vesting (but not for the purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment amount of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or benefits with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health employee benefit plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall be responsible for the payment of any health, accident and other employee welfare benefit claims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before established after the Closing Date and are not excludable Date) under any employee benefit plan, program or arrangement established or maintained by the applicable Surviving Corporation or its subsidiaries under which each Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall may be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred participate on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event same extent recognized by the Company or condition that is the subject any of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if the event which caused the injury or illness upon which the Comp Claim is based occurred on or Subsidiaries under comparable plans immediately prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that if Seller had actual knowledge that such crediting of service shall not operate to duplicate any Comp Claim made benefit or the funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by the Surviving Corporation after the Closing Date was pending or threatened prior (each a “Surviving Corporation Welfare Benefit Plan”) shall be waived, to the Closing Date and such pending or threatened Comp Claim is not set forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible extent it would have been waived under the corresponding Employee Plan for the payment of any such Comp Claim regardless of when such Comp Claim is made. Employees (iii) With respect to any other employment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, than pre-existing conditions that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set forth on Schedule 5.22 attached hereto, then, and are already in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount in the aggregate included as a liability therefor on the Closing Date Financial Statement (the Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including direct rollovers pursuant to Section 401(a)(31) of the Code), from or with respect to, any Transferred Employee of any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or accounts under any qualified Employee Plan of Seller. (g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall be responsible to make such severance payments only effect with respect to the first five Transferred Employees (as provided Employees, to the extent permitted by Law). Subject to the preceding sentence, nothing in the Severance Plan) so terminated by Buyer on or before April 19, 1997 and Buyer this Agreement shall be responsible interpreted as limiting the power of the Surviving Corporation to make such severance payments to all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to create amend or terminate any rights or interest, except as between Buyer and Seller and no present or future employees of either party (particular Surviving Corporation Welfare Benefit Plan or any dependents other particular employee benefit plan, program, agreement or policy, or as requiring the Surviving Corporation to offer to continue the employment of such employeesany employee of the Company or its Subsidiaries for any period of time or to offer to continue (other than as required by its written terms) will be treated as third party beneficiaries in or under this Agreement. 7.11any Employee Plan.