Common use of Employee Matters Clause in Contracts

Employee Matters. (a) On or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before Buyer may offer employment upon such terms and conditions of employment as Buyer may establish, to certain of the employees of Employer who primarily perform services with respect to the operation of the Business as of the Closing Date; provided, that if, prior to the date which is 180 days after the Closing Date, Buyer will give offers terminates the employment of employment to each any employee identified listed on Schedule 6.08(a5.13(d) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave by Buyer as of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on other than "for cause" as described in the date which is twelve Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date"Severance Plan"), Buyer shall provide each Transferred Employee with a level pay to such terminated employee the severance benefit payments which such employee would have been entitled to receive had it been terminated by Employer as of base salary, except the Closing Date in an amount and upon such terms as set forth on Schedule 6.08(ain the Severance Plan (but in no event more than six months' severance benefits for any employee); provided, or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingfurther, Buyer shall not be required to make an offer any such severance payments with respect to any employee who is hired by TCI or any of its direct or indirect wholly-owned subsidiaries (including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to an employee Seller a notice containing the names of employees of the Business to whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer intends to offer employment on the Closing Date (a “Non-Offer Employee”the "Employee List"). If Buyer determines ; provided, that an employee is a Non-Offer Employee(i) if the Closing has not occurred, Buyer will promptly notify may deliver to Seller a notice updating the Employee List on the date which is 150 days after the date of this Agreement and (ii) if the Termination Date is extended by Seller, Buyer may deliver to Seller a notice no later than 60 Business Days prior to the extended Termination Date updating the Employee List; provided, however, that such Non-Offer any notice delivered by Buyer updating the Employee will List shall not be offered employment with Buyer. During the 180‑calendar day period following deemed effective if the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) occurs fewer than 60 Business Days after delivery to Seller of such updated Employee List. TCI shall cause Employer to terminate the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of all such LOA Employee. A LOA Employee who receives and accepts an offer of employment from employees hired by Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Adjustment Time. Seller shall undertake to provide to all affected employees and any other necessary persons any notice that may be required under the WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to the commencement of active employment for all purposes (Adjustment Time relating to employees, including for purposes of this Section 6.08)severance obligations.

Employee Matters. (a) On Buyer intends to offer, or before cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the Closing Daterecommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, such employment to commence as contemplated in accordance with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer will give and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees"ADDITIONAL EMPLOYEES"). During The Selling Parties agree that if any of the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (Additional Employees are covered by employee benefit plans or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and programs of Parent or any of its Affiliates from other than Seller Plans, the Closing Date), Buyer Selling Parties shall provide each Transferred Employee Buyer with a level copies of base salary, except such plans or programs as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect promptly as of October 27, 2017 as previously disclosed to Buyerpracticable after such Additional Employees are identified. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All Any such offers of employment made by the Buyer pursuant to this Section 6.08(a) will an Additional Employee shall be conditioned in all respects on at least the occurrence same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the ClosingAdditional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify the Seller in writing Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer prior to the employees identified on Schedule 6.08(aClosing Date and in no event more than fifteen (15) who have accepted offers days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment with Buyer. Each such Person who becomes employed is made by Buyer pursuant to this Section 6.08(a) is or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred to herein as a “Transferred Employee"TRANSFERRED EMPLOYEES.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)."

Employee Matters. (a) On Buyer shall, or before Buyer shall cause one of its Affiliates to, extend offers of employment to Seller’s employees set forth on Schedule 7.2(a) (the “Target Employees”) (and such offers to Target Employees, the “Transfer Offers”), subject to such reasonable conditions of employment as Buyer may impose, that, if accepted, shall become effective on the Closing Date or, if a Target Employee is on disability, family leave, sick leave or other approved leave of absence (other than vacation leave) on the Closing Date, on such Target Employee’s ability to return to active service (such effective date of the Transfer Offer for each Target Employee referred to hereinafter as the “Employment Commencement Date”). At least two (2) Business Days prior to the Closing, Seller shall provide Buyer will give offers with a list of employment to each employee identified all Target Employees on Schedule 6.08(a) disability, family leave, sick leave or other approved leave of absence (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave vacation leave) as of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date). Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees, Buyer shall provide each Transferred Employee with a level of base including salary, except incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target Employee by Seller as set forth on Schedule 6.08(a)of the date hereof. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Target Employees who commence employment with Buyer or an Affiliate of Buyer pursuant to a Transfer Offer shall be referred to herein as “Transferred Employees.” Nothing in this Section 7.2 or elsewhere in this Agreement shall be construed to create a right in any Target Employee, or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide any other employee benefits of Seller, to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees employment with Buyer or any Affiliate of Buyer. All offers of employment made compensation, including base salary or wages, commissions, bonuses and benefits payable by Buyer pursuant Seller to this Section 6.08(a) will be conditioned in all respects or on the occurrence behalf of the Closing. Buyer Transferred Employees which is required to be paid on or before such Transferred Employee’s Employment Commencement Date, shall notify the be vested and paid or otherwise discharged in full by Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyeror prior to such Transferred Employee’s Employment Commencement Date. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer Employee shall be effective cease all active participation in and accrual of benefits under the Employee Plans as of the Effective Time for all day immediately preceding such Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Employment Commencement Date.

Employee Matters. (a) On The Purchaser or before one of its Affiliates shall offer employment to each Business Employee (other than Inactive Employees and the individuals set forth on Schedule 6.10(a) of the Disclosure Letter) who is not employed by a Transferred Subsidiary, subject to the Closing and commencing as of the Effective Time on the Closing Date, Buyer will give offers . Such offer for employment shall provide (i) base pay that is no less than such Business Employee’s rate of employment base pay as in effect immediately prior to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12ii) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to (excluding equity and cash incentive compensation, retiree medical and defined benefit pension benefits) that are comparable in the Transferred Employees on terms and conditions comparable aggregate to those provided to similarly situated employees of Buyerthe Purchaser. All As of the Closing Date, the Purchaser or one of its Affiliates shall cause each of the Transferred Subsidiaries to continue to employ all of its Business Employees. The Sellers shall promptly update the information to be provided under Schedules 4.20(a) and 4.20(b) of the Disclosure Letter to reflect all employment or service hirings or terminations occurring prior to the Closing Date, with the final such update to occur no later than eight (8) Business Days prior to the Closing Date. The Sellers shall permit the Purchaser to distribute any such offers at least five (5) Business Days prior to the Closing Date. The Purchaser and the Sellers agree to cooperate and cause their respective Affiliates to cooperate in respect of communicating with the Business Employees, and the Sellers and the Purchaser each agree not to take any action to discourage any Business Employee from accepting the offer of employment with the Purchaser. In furtherance of the foregoing, the Sellers shall permit representatives of the Purchaser to be present physically at the location(s) where Business Employees receiving offers are employed or providing services to facilitate the collection of all necessary onboarding paperwork. Business Employees who accept offers of employment made by Buyer pursuant to under this Section 6.08(a) will 6.10 shall be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective Employees”. The employees employed by the Transferred Subsidiaries as of the Effective Time for all Closing and the Transferred Employees (except shall collectively be referred to herein as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer EmployeeContinuing Employees”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On Within forty five (45) days after the filing of the Bankruptcy Case, the Buyer shall provide the Sellers with a list of all employees of the Sellers to whom the Buyer or before any of its Affiliates intends to offer employment, and the Closing Date, Buyer will give or any of its Affiliates shall promptly thereafter make offers of employment to each employee such employees. Prior to the delivery of such list, if requested by the Buyer and as soon as practicable thereafter, Sellers shall provide accrued vacation benefit information regarding any employees identified on Schedule 6.08(a) (other than those employees who are not actively employed due by Buyer for use by Buyer and its Affiliates in determining whether to short-term disability, workers compensation leave make offers of employment to such persons. Any such offer of employment by the Buyer or approved leave any of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period its Affiliates shall be made for employment commencing on the Closing Date and ending on shall be, at a minimum, consistent with the date which is twelve Buyer's standard compensation arrangements other than the Buyer's defined benefit plans. On the Closing Date, the Buyer shall provide the Sellers with a complete list of all employees of the Sellers who shall be (12or have been) months after hired by the Buyer or any of its Affiliates as of the Closing Date (or any such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer employee shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “"Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below"). Notwithstanding In the foregoing, event that neither the Buyer shall not be required to make nor any of its Affiliates makes an offer of employment to an any employee whom of a Seller identified by the Buyer is prohibited from hiring on the list described in the first sentence of this Section 3.13(a) (provided that this sentence shall not apply to any employee identified by applicable Law or the Buyer on such list who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify does not accept the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from of Buyer pursuant or any of its Affiliates), then the Buyer shall promptly reimburse the Sellers for any retention bonus or related payment that is due to this Section 6.08(a) shall become a Transferred Employee effective any such employee upon the commencement consummation of such LOA Employee’s active employment with Buyer and the transactions contemplated by this Agreement. Transferred Employees shall be treated employed on an at will basis, and no provision of this Agreement shall be construed as an providing to such Transferred Employees a guarantee of continued employment. The Buyer shall not be responsible for any liabilities and obligations with respect to the Transferred Employees or any other employee of the Seller prior Sellers other than (x) in accordance with Section 1.6 hereof; (y) in accordance with Section 3.1 hereof or (z) in accordance with applicable Laws. Nothing in this Section 3.13 or elsewhere in this Agreement shall be deemed to make any employee of the commencement of active employment for all purposes (including for purposes Sellers a third party beneficiary of this Section 6.08)Agreement.

Employee Matters. (a) On or before Prior to Closing, Sellers shall use commercially reasonable efforts to make available to Purchaser for interviews certain employees as requested in writing by Purchaser. Purchaser may extend to any employee employed by the applicable Seller a written offer of employment, for employment effective as of the Closing Date, Buyer in Purchaser’s sole discretion (“Transfer Offer”); provided that Purchaser shall, and shall cause its Affiliates to, comply will give all employment Laws, including anti-discrimination Laws, in connection with making such offers of employment. Employees who accept such Transfer Offers and begin employment with Purchaser or an Affiliate of Purchaser shall be collectively referred to herein as “Transferred Employees.” Each of the Transferred Employees, shall be collectively referred to herein as “Continuing Employees.” Purchaser shall notify such Seller (i) with respect to: each employee identified on Schedule 6.08(ato whom it made a Transfer Offer (no later than three Business Days after making such Transfer Offer), and (ii) in a reasonable timeframe (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave but in any event within three Business Days of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as receiving a response from the applicable Transferred Employee remains continuously employed and no later than immediately prior to the Closing) with the Buyer and respect to whether each such offer has been accepted or rejected. Nothing herein shall be construed as a representation or guarantee by such Seller or any of its Affiliates from that any or all employees employed by such Seller will accept the Transfer Offer, or that any Continuing Employee will continue in employment with Purchaser or any of its Affiliates following the Closing for any period of time. Purchaser shall provide the Seller with a list of the Transferred Employees three (3) days prior to the Auction. Purchaser shall carry out all necessary actions to effect the timely (as of the Closing Date), Buyer shall provide ) employment by it of each Transferred Employee with who has accepted a level of base salary, except Transfer Offer. Effective as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes , each Transferred Employee previously employed by Buyer pursuant such Seller shall cease to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives Seller and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Purchaser on comparable terms.

Employee Matters. (a) On or before Effective as of the Closing Date, Buyer will give offers the Transferred Entities or the Purchaser shall, or the Purchaser shall cause its affiliates to, employ or continue the employment of, each Business Employee listed in Section 3.14(a)(i) of the Seller Letter who is actively employed by Seller or its affiliates as of the Closing Date (each, an “Active Employee”). Section 3.14(a)(i) of the Seller Letter contains a list of all Active Employees as of the date hereof, which list shall be updated by the Seller no later than three (3) business days prior to the Closing to reflect employee terminations and other changes of employment status (e.g., return from authorized absences) through three (3) business days prior to each the Closing; provided, however, that no new employee identified on Schedule 6.08(a) (other than those employees may be added to such list following the date hereof. For purposes of this Agreement, any Business Employee who are is not actively employed at work on the Closing Date due to short-term disability, workers compensation leave or an approved leave of absence, exclusive of long-absence (including due to short term or long term disability (collectivelyleave, vacation, holiday, sick leave, workers compensation, maternity or paternity leave, military leave, jury duty or bereavement leave, but not including due to lay off, unauthorized leave of absence or other leave for bad behavior) in compliance with the “LOA Employees”) applicable policies of the Seller and Non-Offer Employeesits affiliates, shall be considered an Active Employee. During Business Employees of the period commencing Transferred Entities on the Closing Date and ending on Business Employees who become employees of the date which is twelve (12) months after the Closing Date (Purchaser or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and one of its Affiliates from the Closing Date)affiliates, Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, shall be referred to as “Transferred Employees”. Notwithstanding anything in this Agreement to the contrary, from and after the Closing those employees set forth on Section 5.06(a)(i) of the Seller Letter, although no longer employees of the Seller or such longer period as might be required by Law for such LOA Employee’s return any of its affiliates, shall continue to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from shortreceive long-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer benefits pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of benefit plan sponsored by the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)extent so provided under such plan.

Employee Matters. At least 5 days prior to the Closing, Buyer shall provide Seller with a list of employees that Buyer wishes to hire (a) On or before collectively the “Rehired Employees”). Such list shall include not less than 70% of the employees employed by Seller as of the Closing Date. Except as provided below in this Section 8.4, Seller shall terminate the employment of all the Rehired Employees effective as of the Closing Date. Prior to the Closing, Seller and Buyer shall jointly prepare and approve a notice to be sent to the Rehired Employees as of the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or advising such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Rehired Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names sale of the Business, their termination as Seller’s employees identified on Schedule 6.08(a) who have accepted offers of employment with and Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an ’s offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”)employment. If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period Within 5 days following the Closing Date, or if Buyer wishes to hire any employee of Seller who was not a Rehired Employee and such longer period as might employee is still an employee of Seller at that time and not subject to any employment agreement which cannot be required terminated without payment of any kind by Law for such LOA Employee’s return to workSeller, Buyer shall so notify Seller, Seller shall promptly inform Buyer terminate the employment of each LOA Employee’s return to work such employee, and Buyer shall offer employment to each LOA Employee upon his return from short-such employee. Buyer will hire the Rehired Employees on mutually agreeable terms and conditions as between Buyer and such employees and Seller shall not have any obligation or responsibilities in connection therewith. Buyer may hire the Rehired Employees as employees or independent consultants of Buyer. By agreeing hereunder to initially employ or engage such employees or consultants, Buyer does not agree to any specific term disability of employment or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as ofengagement, and conditioned uponall Rehired Employees employed as employees of Buyer will be employed as “at-will” employees. Buyer reserves the right to terminate such employees and consultants with or without cause after employing or engaging them. The seniority of any Rehired Employee employed by Buyer will include such employee’s term of service with Seller, and the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Rehired Employees employed by Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective will receive full health care benefits, consistent with the health care benefits currently offered by Seller, beginning immediately upon the commencement of such LOA Employee’s active their employment with Buyer and shall be treated as an employee of unless otherwise provided by the relevant benefit plan. Seller prior has no obligation to continue to employ after the commencement of active employment for all purposes (including for purposes of this Section 6.08)Closing any person who is not a Rehired Employee.

Employee Matters. (a) On or before Effective as of the Closing Date, Buyer Purchaser may, in its sole discretion, offer to employ Business Employees; provided, however, that, with respect to each “single site of employment” (as such term is defined in the WARN Act and with all of the greater Birmingham, Alabama facilities being aggregated for this purpose) of the Business that has 50 or more Business Employees assigned to it as of the Closing Date, Purchaser or its Affiliates will give offers offer “Comparable Jobs” (as such term is defined in Schedule 8.8(c)) to not less than 70% of the Business Employees who are assigned to each such single site of employment as of the Closing Date. PLC and PLICO shall, and shall cause UDC-CA to, reasonably cooperate with Purchaser with respect to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave the transition of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Business Employees. During Without limiting the period commencing on generality of the foregoing, Sellers shall not, and shall cause their Affiliates not to, directly or indirectly, take any action specifically designed and intended to influence an individual’s decision to accept or decline such offer of employment from Purchaser. Each Business Employee who accepts employment with Purchaser or its Affiliates following the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein treated as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below)purposes hereof. Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening From and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following after the Closing Date, subject to Applicable Law, (i) Purchaser agrees to credit each Transferred Employee with all unused vacation accumulated with PLC and its subsidiaries before the Closing Date in accordance with the vacation policy set forth in Schedule 2.3(b), plus any additional vacation that such Transferred Employee accumulates under Purchaser’s vacation policy (taking into account the provisions of Section 8.8(b)), and (ii) Purchaser agrees to pay severance benefits in an amount no less than the Purchaser Severance Benefits to any Transferred Employee who has an involuntary termination of employment with Purchaser or such longer period as might be required by Law its Affiliates other than for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence cause within twenty (20) Business Days 18 months after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA EmployeeClosing Date. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).“

Employee Matters. (a) On or before Parent shall, not later than twenty (20) days prior to the Closing Date, provide Buyer will give offers of employment with an update to each employee identified on Schedule 6.08(a5.16(c). Not later than fifteen (15) (other than those employees who are not actively employed due days prior to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as and subject to the applicable Transferred Employee remains continuously employed with the Buyer satisfaction of Buyer’s standard employment onboarding processes and its Affiliates from the Closing Daterequirements), Buyer shall provide each Transferred Employee with or shall cause an Affiliate of Buyer (including a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a’s Designee) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to each Business Employee (other than a UK Business Employee) who is employed by an employee whom Buyer Asset Seller or another Subsidiary of Parent (other than the Acquired Company) (including each such Business Employee who is prohibited from hiring by applicable Law not actively at work on account of illness, disability or who otherwise fails any applicable screening and testing policies leave of Buyer absence (each, an “Inactive Employee”)) as of the date of such offer (each, a “Non-Offer Transferring Employee”). If Buyer determines The parties acknowledge the applicability of TUPE to the transactions contemplated by this Agreement and that an employee is a Non-Offer Employee, Buyer will promptly notify therefore the Seller that such Non-Offer Employee will not be offered contracts of employment with Buyer. During of the 180‑calendar day period following UK Business Employees (other than terms relating to any occupational pension plan) shall have effect from the Closing DateDate as if originally made between Buyer or its relevant Affiliate. The parties shall comply with, or such longer period and cause their Affiliates to comply with, TUPE. UK Business Employees who transfer under TUPE shall also be Transferring Employees. Schedule 8.2(a) lists, as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave this Agreement, all Transferring Employees, including their name, job, title, annual salary, and the name of absence, but their employer. Such offers of employment shall be effective as of, and conditioned contingent upon, the commencement Closing or, for any Inactive Employee, on the date on which such Inactive Employee returns to work after the Closing (provided that for any Inactive Employee, the offer shall expire if the date on which such Inactive Employee returns to work is more than one hundred and eighty (180) days following the Closing) (the “Transfer Date”) and shall be consistent with the requirements of active this Section 8.2. Such offers of employment for each such Transferring Employee will supersede any prior agreements regarding the Transferring Employees’ terms and conditions of employment as in effect prior to the Closing. Transferring Employees (i) who accept such offer of employment from, and commence employment on the Closing (or, for any Inactive Employee, on his or her Transfer Date), with Buyer or any of its Affiliates or (ii) whose employment transfers to Buyer or an Affiliate thereof (including Buyer’s Designee) as a matter of law, together with all of the employees of the Acquired Company as of the Closing (including each Acquired Company employee who is not actively at work on account of illness, disability or leave of absence), shall collectively be referred to as the “Affected Employees.” Parent shall, or shall cause its Affiliates to, terminate the employment of such LOA Employee. A LOA each Transferring Employee who receives and accepts an offer of employment from Buyer pursuant to as described in this Section 6.08(a8.2(a) as of the Closing Date or Transfer Date (as applicable). The parties hereto intend that the transactions contemplated by this Section 8.2(a) shall become not result in a Transferred termination of employment of any Affected Employee effective upon or otherwise trigger severance, termination or similar payments or benefits or any workforce notification or termination requirements, and that the commencement of Affected Employees shall have continuous and uninterrupted employment through the Closing. Notwithstanding the foregoing, in the event that any Business Employee becomes eligible for any such LOA Employee’s active employment with Buyer and payments or benefits, Parent shall be treated as an employee solely responsible for such severance, termination or similar payments or benefits with respect to such Business Employees (except, for the avoidance of the Seller prior doubt, with respect to the commencement of active employment for all purposes (including for purposes of this Section 6.08any Assumed PTO).

Employee Matters. (a) On or before Buyer may offer employment to those employees of Seller listed on Exhibit 2.6(a) hereof (the Closing Date"Employees"), subject to Buyer's standard hiring procedures, including, but not limited to, drug testing. Buyer will give offers be afforded an opportunity to meet with and interview the Employees following execution of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingAgreement; however, Buyer shall not be required to make an offer extend any offers of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly announce or notify the Seller that such Non-Offer Employee Employees of Buyer's intentions regarding the Employees who will not be offered employment with Buyerby Buyer until after receipt of all necessary regulatory approvals of the transactions contemplated by this Agreement. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law The base salary for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(aand accepts such offer (the "Hired Employees") shall become a Transferred Employee effective upon not be less than the commencement of such LOA Employee’s active base salary provided by Seller immediately prior to the Effective Time, subject to changes due to employment with Buyer and shall classification. With respect to Buyer's qualified plans, the Hired Employees will be treated as an employee of new hires; however, Hired Employees will immediately participate in welfare benefit plans maintained by Buyer without regard to pre-existing conditions or waiting periods, if and to the Seller extent that such employees are participating in Seller's welfare benefit plans immediately prior to the commencement of active employment Closing Date. Hired Employees will be required to satisfy the deductible and employee payments (if any) required by Buyer's plans. Hired Employees shall receive full credit for all purposes (including prior service with Seller for purposes of this Section 6.08)determining their eligibility and vesting (but not the accrual of any benefit) under Buyer's employee benefit plans. Hired Employees will be eligible for severance benefits consistent with Buyer's severance policies or plans, provided that all service with the Seller shall be taken into account in determining benefits under Buyer's severance policies or plans. Buyer shall not be responsible or liable for any benefits accrued under the pension or welfare plans of Seller. Buyer will assume and be responsible for any and all accrued but not paid vacation for Hired Employees for January 1, 2003 through the Closing Date.

Employee Matters. (a) On or before Following the date hereof and prior to the Closing Date, Buyer will give offers Regency shall, or shall cause the Acquired Companies or another Affiliate of employment Regency to offer to employ as a direct employee of Regency, the Acquired Companies or another Affiliate of Regency each employee of Contributor (i) who is assigned to, and devotes substantially all of his or her time to, providing services to the Acquired Companies, each of whom shall be identified on Schedule 6.08(aby Contributor in a list to be provided to Regency within thirty (30) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability days after the Execution Date (collectively, the “LOA Dedicated Employees”), which list shall include the name, title, business location and annual compensation of each Dedicated Employee, (ii) who devotes some, but less than substantially all, of his or her time to providing services to the Acquired Companies, each of whom Contributor and Non-Offer Regency shall identify by mutual agreement prior to the Closing Date (collectively, the “Shared Employees”), and (iii) who, without regard to whether he or she is a Dedicated Employee or a Shared Employee, is listed in Schedule 5.18(a)(iii) of the Contributor Disclosure Schedule (collectively, the “Listed Employees”, and together with the Dedicated Employees and Shared Employees, the “Offered Employees”). During Such offers shall be for employment with substantially the period commencing on same title and position, and with (i) a base pay or salary rate at least equal to the base pay or salary rate as in effect with respect to each such Offered Employee immediately prior to the Closing Date and ending on the date which is twelve (12ii) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer bonus opportunities and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to no less favorable in the Transferred Employees on terms aggregate than the bonus opportunities and conditions comparable to those employee benefits offered or provided to similarly situated employees of BuyerRegency and its Affiliates. All Both the offers from Regency or its Affiliates and any acceptances thereof by the Offered Employees shall be contingent upon the consummation of the transaction contemplated in this Agreement and effective upon the Closing Date. Offered Employees who accept such offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is from Regency or its Affiliates are referred to herein as a “Transferred EmployeeEmployees.” Employment with Buyer Such employment of Transferred Employees as direct employees of Regency, the Acquired Companies or another Affiliate of Regency (as applicable) shall be commence effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on Between the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed hereof and Closing, Sellers shall, in consultation with Buyer, implement a reduction in force and consolidation consistent with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except long range plan that Sellers have delivered to Buyers as set forth on Schedule 6.08(ain Section 7.05 of the Disclosure Schedules the (“Long Range Plan”). Employees who are terminated in connection with such reductions in force being “Terminated Employees”. At least ten (10) Business Days prior to the Closing, Buyer shall, or hourly wage at least equal shall cause a Buyer Designee to, make an offer of employment, to that in effect commence as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing, to each Employees who is employed immediately prior to the Closing and who will not be a Terminated Employee prior to the Closing or a Transition Employee (each such Employee, an “Offered Employee”). Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) Each Offered Employee who have accepted offers receives and accepts such an offer of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) or a Buyer Designee is referred to herein as a “Transferred Employee.” Employment ”, and Buyer shall, or shall cause the applicable Buyer Designee to, employ each Transferred Employee in accordance with Buyer shall be effective such accepted offer as of the Effective Time Closing. Buyer hereby agrees that the offers to the Offered Employees shall include, and for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period immediately following the Closing Datethrough and including the twelve (12) month anniversary of the Closing, Buyer shall, or shall cause the applicable Buyer Designee to, provide (i) a level of base salary and wages to each Transferred Employee that is no less favorable to the base salary and wages provided to such longer period Offered Employee as might be required by Law of the date hereof, and (ii) benefit plans for such LOA Employee’s return to work, Seller shall promptly inform Buyer the benefit or welfare of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon (each, a “Buyer Benefit Plan”), that are comparable in the commencement of aggregate to the benefits (except with respect to equity-based compensation and retention benefits) provided to such LOA Employee’s active employment with Buyer and shall be treated Offered Employee as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)date hereof.

Employee Matters. (a) On or before At least 15 Business Days prior to the Closing Date, Buyer will give offers of employment Purchaser shall extend to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Business Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least equal 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that in effect is materially the same as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits such employee’s position immediately prior to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees Closing (including level of Buyer. All offers responsibility, primary location of employment made by Buyer pursuant to and authority) on the terms set forth in this Section 6.08(a6.3 (“Transfer Offer”) will be conditioned in all respects on the occurrence of and that, if accepted, shall become effective immediately following the Closing. Buyer shall notify the Seller in writing the names Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is Closing Date shall be collectively referred to herein as a “Transferred EmployeeEmployees.” Employment with Buyer Nothing herein shall be effective construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingClosing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and previously employed by Sellers shall cease to be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)each Sellers.

Employee Matters. (a) On or before At least twenty (20) days prior to the Closing Date, Buyer will give offers shall deliver to Seller a schedule of the Company Employees that Seller desires to be employed by the Company as of the Closing Date (each, a “Transferred Employee”). To the extent that a Company Employee is not a Transferred Employee (a “Non-Transferred Employee”), Seller shall, at its discretion, either (i) re-assign the employment of such Non-Transferred Employee to another entity or division within Seller such that the Non-Transferred Employee is not a Company Employee as of the Closing Date, or (ii) cause such Non-Transferred Employee’s employment to terminate immediately prior to the Closing Date. Buyer agrees that it shall promptly reimburse Seller for all Severance Benefits incurred by Seller or its Affiliates in connection with the termination of employment to each employee identified on Schedule 6.08(a) of all Non-Transferred Employees (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During Transferred Employees whose employment with the period commencing Company terminates (or who receives notice of such termination) prior to the date on which the schedule referenced in this Section 5.7(a) is delivered to Seller) in an amount not to exceed $2,000,000; provided, however, that Buyer shall have no obligation to reimburse Seller for any severance obligations incurred by Seller or its Affiliates after December 31, 2005, with respect to any Non-Transferred Employee whose employment is reassigned pursuant to clause (i) above, and, provided, further, that Buyer’s obligation to reimburse Seller for severance obligations incurred with respect to any Non-Transferred Employee whose employment is reassigned pursuant to clause (i) above shall be based on the Closing Date and ending lesser of (A) the employee’s base salary as in effect on the date which is such employee’s employment with the Company terminates and (B) the employee’s base salary as of the date the employee’s employment with Seller or any of its Affiliates terminates. In the event that Buyer or its Affiliates (including but not limited to the Company) shall employ (or re-employ, as the case may be) a Non-Transferred Employee for whom Seller has not been reimbursed for Severance Benefits due to the dollar limitation set forth in the previous sentence, within twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or Buyer shall reimburse Seller for the amount of Severance Benefits paid by Seller with respect to such longer period Non-Transferred Employee. Except as might may be required by Law specifically provided in this Agreement, as of the Closing Date, the active participation in each Seller Benefit Plan of all Transferred Employees will cease and no additional benefits will be accrued thereunder for such LOA Employee’s return employees with respect to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability their service on or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absenceClosing Date. Except as may be specifically provided in this Agreement, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement Closing, Seller will take or cause to be taken all necessary action, including amending any Seller Benefit Plan as required, to properly terminate the active participation of active employment for all purposes the Company and the Transferred Employees in each Seller Benefit Plan effective as of the Closing Date. Until the first anniversary of the Closing Date, Buyer shall provide, or shall cause to be provided, to the Transferred Employees compensation and employee benefits that are not less favorable to the Transferred Employees, in the aggregate, than those provided to the Transferred Employees immediately before the Closing (including for purposes of this Section 6.08pursuant to Seller Benefit Plans); provided, however, that, with respect to severance, Buyer shall provide, or cause to be provided, Severance Benefits to Transferred Employees who are terminated from their employment through January 1, 2006 at a level that is at least as favorable to such Transferred Employees as was applicable to such Transferred Employees on the day immediately prior to the Closing Date, and after such period, any severance paid to Transferred Employees shall be as determined under Buyer’s severance practice.

Employee Matters. (a) On Prior to the Closing, Purchaser intends to make offers of employment to employees of Seller listed on Schedule 4.3, but is not obligated to hire any of the employees of Seller; provided, however, that such offers may be contingent upon such Employees satisfying Purchaser’s hiring requirements with respect to compliance with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. With respect to each of the Employee Benefit Plans maintained by Purchaser or before an Affiliate of Purchaser for the benefit of any Employee shown on Schedule 4.3, effective as of the Closing, Purchaser shall, or shall cause its Affiliate to, recognize all service of the Employees with Seller, as if such service were with Purchaser, for vesting and eligibility (but not for accrual) purposes; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Employee Benefit Plan of Seller. Seller will use reasonable efforts to encourage each employee to whom an offer of employment is made by Purchaser to accept such offer of employment. Prior to Closing, Purchaser will provide Seller with a list of employees to whom Purchaser has made an offer of employment that has been accepted (“Hired Employees”). The Hired Employees will become employees of Purchaser commencing (i) in the case of an employee who is actively at work on the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following upon the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer and (ii) in the case of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or an employee who is on approved leave on the Closing Date, upon such employee reporting to his or her assigned work location and the inception of absence within twenty rendering services for compensation immediately at the end of the approved leave, and Seller will terminate the employment of all the Hired Employees on the Closing Date. It is understood and agreed that (20x) Business Days Purchaser’s expressed intention to extend offers of employment as set forth in this Section 4.3 shall not constitute any commitment, Contract, or understanding (expressed or implied) on the part of Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (y) employment offered by Purchaser is “at will” and may be terminated by Purchaser or by an employee at any time for any reason (subject in each case to any written commitments to the contrary made by Xxxxxxxxx and to any Laws). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaser to terminate, reassign, promote or demote any of the Hired Employees after the return date Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Hired Employees.

Employee Matters. (a) On or before Prior to the Closing Datedate of this Agreement, Buyer will give offers or one of its Affiliates has provided a written offer of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due certain FS Development Platform Employees whom it desires to short-term disability, workers compensation leave or approved leave employ effective as of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date (each, together with the Key Employees and ending on any other FS Development Platform Employees Buyer or Affiliates provides a written offer of employment between the date hereof and the Closing, an “Offer Employee”, and such offer of employment, including the Employment Agreements, an “Offer”), which is twelve (12) months after the Closing Date (Offer provides that employment with Buyer or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and one of its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except will commence effective as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Each Offer Employee who has accepted or, after the date hereof, accepts an Offer and commences employment with Buyer shall notify the Seller in writing the names or one of its Affiliates effective as of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is Closing shall be referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of From the Effective Time for all Transferred Employees date hereof until (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following inclusive of) the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return (and shall cause its Affiliates to) (i) use commercially reasonable efforts to work make the Offer Employees available to Buyer, (ii) use commercially reasonable efforts to respond to information requests regarding the Offer Employees and (iii) not interfere with the Offer process between the Offer Employees and Buyer shall offer employment and (other than to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty make the Offer Employees available to Buyer pursuant to clause (20i) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment to respond to informational requests from Buyer pursuant to this Section 6.08(aclause (ii)). Seller shall terminate the employment of any Offer Employees who are also not Transferred Employees within thirty (30) shall become a Transferred Employee effective days following the Closing Date (the “Terminated Employees”) and be solely responsible for all Liabilities arising from, related to, or based upon the commencement of such LOA applicable Offer Employee’s active employment with Buyer and termination of employment. No individuals shall be treated as an employee of employed by the Seller Acquired Companies immediately prior to the commencement Closing. Buyer shall provide prompt written notice to Seller of active any Offer Employee to which Buyer makes an Offer and reasonable written notice for any Offer Employee that formally accepts or formally rescinds acceptance of an Offer and shall provide to Seller a list of the Offer Employees that have accepted (and not rescinded) an Offer on the date that is three (3) Business Days prior to Closing. Seller shall provide prompt written notice to Buyer if any Offer Employee’s employment for all purposes relationship with Seller or its Affiliates terminates (including for purposes of this Section 6.08)whether by Seller or by such Offer Employee) prior to Closing.

Employee Matters. Immediately prior to the Closing, Seller shall terminate the employment of all of the active employees identified (the "Employees") on the attached "Employee Schedule" and, immediately after the Closing, TransWestern will offer employment to the Employees. At the time of such termination, each Employee shall have the option to elect to receive either (a) On all accrued vacation pay then owed to such Employee as of such termination or before (b) to carry forward a number of paid vacation days accrued prior to the Closing to his or her employment with TransWestern. At Closing, Seller shall deliver to TransWestern a schedule setting forth all of the vacation days which the Employees have elected pursuant to the foregoing clause (b) to carry forward to their employment with TransWestern and shall pay to TransWestern an amount equal to the amount which would have been paid the Employees but for their election pursuant to the foregoing clause (b) to carry forward vacation days. As of the Closing, Seller will deliver to TransWestern a list (the "Collection Employees Schedule") of individuals to remain employed by Seller solely for the purpose of conducting collection activities with respect to the past, present and future editions of the Directories as provided in Section 4.4(a) (collectively, the "Collection Employees"), which list will identify the complete and correct costs to be incurred by Seller in continuing to employ the Collection Employees and will be subject to review and approval of TransWestern. Seller shall terminate, and TransWestern will hire, the Collection Employees for the period commencing March 1, 2000 as reflected on the Collection Employees Schedule through the Accounts Receivable Measurement Date (or such earlier date as may be designated by Seller) at a rate of pay commensurate with such persons' respective compensation packages as reflected on the Collection Employees Schedule. Nothing in this Agreement shall obligate TransWestern to offer employment to any employee of Seller or any other individual other than the Employees and, to the extent provided in this Section 4.3, the Collection Employees; and nothing in this Agreement shall limit the ability of TransWestern to terminate the employment of any Employee at any time and for any reason, whether for cause or without cause, or the employment of any Collection Employee for cause, it being understood that TransWestern shall not terminate the employment of any Collection Employee without cause prior to the Accounts Receivable Measurement Date without the prior consent of Seller. From and after the Closing Date, Buyer will give offers Seller shall retain all Liabilities arising under or in connection with any "employee benefit plan" (as such term is defined in Section 3(3) of employment ERISA) or any other employee benefit plan or arrangement at any time maintained or contributed to each employee identified on Schedule 6.08(aby Seller, including, but not limited to, those Liabilities arising under Part 6 of Title I of ERISA and Section 4980B of the Code. Seller shall be additionally responsible for all Liabilities (i) relating to compensation (other than those employees who are not actively employed due including vacation pay and insurance benefits) of any Employee for periods prior to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide any other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(aSeller for any period and/or (ii) will be conditioned in all respects on the occurrence arising as a result of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed transactions contemplated by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingAgreement, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absenceincluding, but effective as ofnot limited to, severance compensation and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)bonus payments.

Employee Matters. (a) On or before No later than twenty (20) days prior to Closing, Seller shall provide Buyer with a revised Business Employee Data List (including the Closing Date, list of Business Employees) which is current as of that date. Buyer will give shall make offers of employment to each employee identified a minimum of eighty percent (80%) of the Business Employees (as selected by Buyer in its sole discretion), commencing on Schedule 6.08(athe Closing Date. No later than ten (10) (other than days prior to the Closing, Buyer shall provide Seller with a list of those employees Business Employees who are not actively employed due to short-term disability, workers compensation leave or approved leave have received and accepted offers of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period employment with Buyer commencing on the Closing Date (each such Business Employee, a “Continuing Employee”). The terms and ending on conditions of the date which is twelve (12) months after the Closing Date salary (or hourly wage rate, as applicable), other compensation opportunities and/or benefits included in such shorter period offers by Buyer to the Business Employees shall be the same as the applicable Transferred Employee remains continuously employed with the those provided to similarly-situated employees of Buyer and its Affiliates from as of the Closing Date; provided that such terms and conditions of the salary (or hourly wage rate, as applicable), compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be of sufficient level so as to not trigger any obligations or liability for notice pay or otherwise arising under the Worker Adjustment and Retraining Notification Act (the “WARN Act”). Seller or its Affiliates shall make all Business Employees reasonably available for interview by Buyer and its Affiliates and shall not take any action (and shall cause its Affiliates not to take any action) to dissuade any Business Employee from accepting any offer of employment from Buyer or one of its Affiliates. Each offer of employment shall be in writing and is expressly subject to satisfaction of Buyer’s standard on-boarding process and procedures, including, but not limited to, pre-employment drug testing and background check procedures. Immediately prior to Closing, Seller shall cause to be terminated the employment of each Continuing Employee who has received and timely accepted an offer of employment with Buyer in accordance with this Section 10.4(a). In the event any Key Employee is not offered employment by Buyer in accordance with this Section 10.4(a) and does not become a Continuing Employee, Buyer shall provide each Transferred Employee with a level pay to Seller within ten (10) Business Days following the Closing Date an amount equal to six (6) months of such Key Employee’s then-current annual base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails assume any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employeeother obligations under any severance/retention agreement with any Company, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to workAEC Subsidiary, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA or Seller Parent Guarantor or under any other EMES Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment Benefit Plan with Buyer and shall be treated as an employee of the Seller prior respect to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Key Employee(s) or any other Business Employee.

Employee Matters. (a) On At Closing, Purchaser may, but shall not be obligated to, assume and adopt the Collective Bargaining Agreements. Purchaser may, but shall not be obligated to, offer employment to all of the employees of Seller or its Affiliate at the Property covered by the Collective Bargaining Agreements and previously identified by Seller to Purchaser (the “Specified Employees”). Purchaser shall, no less than twenty (20) days before the Closing DateClosing, Buyer notify Seller in writing as to (a) whether it will give offers of assume the Collective Bargaining Agreements and offer employment to each employee identified on Schedule 6.08(aall of the Specified Employees, or (b) (other than those employees who are not actively employed due assume the Collective Bargaining Agreements and/or offer employment to short-term disability, workers compensation leave or approved leave all of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Specified Employees. During In the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify event Purchaser has not notified the Seller in writing of its intent to assume the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening Collective Bargaining Agreements and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave all of absence within twenty the Specified Employees, Seller shall, no less than fifteen (2015) Business Days after days before the return Closing, provide to Purchaser a full and accurate list of the Specified Employees at the Property as of that date with name, address, date of each LOA Employee from short-term disability or an approved leave hire and employment classification. Purchaser shall be solely responsible for providing any notice required under the federal Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and/or New York State WARN Act (collectively, “WARN”), with regard to the termination of absence, but effective as ofany employees at the Property upon Closing, and conditioned uponshall indemnify, the commencement of active employment of such LOA Employee. A LOA Employee who receives defend and accepts an offer of employment hold Seller and its Affiliates harmless from Buyer pursuant to this Section 6.08(aany claim or liability (including costs and reasonable attorney’s fees incurred) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the that WARN notice was not properly given by Seller or its Affiliates prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Closing.

Employee Matters. (a) On (i) Seller shall cause all Business Employees who are not Sale Entity Employees or before TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date; (ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (15) Business Days prior to the completion of individual elements of Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre- employment screening processes, including with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-Closing Employer; provided that with respect to any Business Employee who, as of the Closing Date, is not active and is receiving wage replacement benefits (except as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the leasing period. Buyer shall cause each Business Employee to complete a USCIS Form I-9 at the time of employment with Post-Closing Employer. (b) With respect to Business Employees who are covered by a Collective Bargaining Agreement on the Closing Date (“Union Business Employees”), Buyer will give offers cause the 52 4894-6761-6617 v.11 Post-Closing Employer to assume the Collective Bargaining Agreement as of employment the Closing Date, and to each employee identified on Schedule 6.08(acontinue to abide by the terms and conditions of the Collective Bargaining Agreement for periods after the Closing Date through the expiration of the term of that Collective Bargaining Agreement with respect to such Union Business Employees. Effective as of the Closing Date, Seller shall cause (i) all benefit liabilities and obligations under the Dominion Energy Ohio Union Pension Plan associated with the Union Business Employees (other than those employees the “Assumed Union Pension Obligations”) to be spun-off and transferred to a pension plan sponsored by Buyer or one of its Affiliates (the “Buyer Union Pension Plan”) and direct assets held in the Seller master pension trust to be transferred to the tax-qualified trust associated with such plan (the “Buyer Union Pension Trust”) in accordance with section 414(l) of the Code with respect to the Assumed Union Pension Obligations, and (ii) all benefit liabilities and obligations under the Dominion Energy Ohio Union Retiree Health & Welfare Plan associated with the Union Business Employees (the “Assumed Union Retiree Welfare Obligations”) to be spun-off and transferred to a plan sponsored by Buyer or one of its Affiliates (the “Buyer Union Welfare Plan”) and direct assets held in the Dominion Ohio Gas Union VEBA Trust to be transferred to the tax-qualified trust associated with such plan in accordance with the principles of Section 414(l) of the Code with respect to the Assumed Union Retiree Welfare Obligations to fund the Assumed Union Retiree Welfare Obligations. Buyer shall take any and all actions necessary to establish, effective as of the Closing Date, the Buyer Union Pension Plan, Buyer Union Pension Trust, and Buyer Union Welfare Plan, and to assume and to fully perform, pay and discharge, all Assumed Union Pension Obligations and Assumed Union Retiree Welfare Obligations. Buyer shall have the rights to continue, amend, and/or terminate these benefits, to the extent permitted by the applicable Law and pursuant to the terms of the Collective Bargaining Agreement. (c) With respect to Business Employees who are not actively employed due to shortcovered by a Collective Bargaining Agreement as of the Closing Date (“Non-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Union Business Employees”) and Non-Offer Employees. During the period commencing ), Commencing on the Closing Date and ending on continuing through the date which that is twelve twenty-four (1224) months after following the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer “Continuation Period”), and its Affiliates from the Closing Date)subject to Section 5.6(h) below, Buyer shall cause a Post-Closing Employer to provide to each Transferred Non-Union Business Employee with who becomes employed by a level of Post-Closing Employer (i) base salary, except pay that is no less than his or her base pay as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27immediately prior to Closing, 2017 (ii) target annual cash bonus that is no less than his or her target annual cash bonus in effect as previously disclosed of immediately prior to Buyer. Buyer shall provide Closing, , and (iii) (1) various stipends, and all other compensation and benefit plans, including but not limited to 401(k) or other employee savings plan, defined benefit, pension benefits to and health and welfare benefits, that, in the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingaggregate, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law are no less than his or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as ofher various stipends, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives all other compensation and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller benefit plans in effect immediately prior to the commencement Closing; and (2) employment at a work location no more than fifty (50) miles from his or her work location as of active immediately prior to the Closing, including those locations set forth in Schedule 5.6(b), except that for those TSA Support Employees with a primary work location immediately prior to Closing that is outside of Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina, Buyer may, in its sole discretion, provide employment for all purposes at any location that it determines appropriate. For the sake of clarity, the aggregate determination under clause (including for purposes ii)(1) of this Section 6.085.6 shall be subject to the remaining provisions of this this Section 5.6 as they pertain to the benefits referenced pursuant to clause (ii)(1) and further, shall be subject to the Mirror Plan Period as outlined in Section 5.6(h).

Employee Matters. (a) On or before the Closing Date, the Buyer will give offers of employment to each employee Employee identified on Schedule 6.08(a6.8(a) (other than those employees Employees who are not actively employed due to short-term disability, long-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability absence (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date , as defined below) which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer offer shall provide each Transferred Employee with for employment at a level of base salary, except as set forth on Schedule 6.08(a), salary or hourly wage at least equal to the that in effect as of October 27November 30, 2017 2012 as previously disclosed to Buyer. Buyer shall and otherwise provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by the Buyer pursuant to this Section 6.08(a6.8(a) will be conditioned in all respects on the occurrence of the Closing. The Buyer shall notify the Seller Sellers in writing the names of the employees Employees identified on Schedule 6.08(a6.8(a) who have accepted offers of employment with the Buyer. Each such Person who becomes employed by the Buyer pursuant to this Section 6.08(a6.8(a) is referred to herein as a “Transferred Employee.” Employment with the Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, the Buyer shall not be required to make an offer of employment to an employee Employee whom the Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If the Buyer determines that an employee Employee is a Non-Offer Employee, the Buyer will promptly notify the Seller Sellers that such Non-Offer Employee will not be offered employment with the Buyer. During the 180‑calendar 180 day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and the Buyer shall offer employment to each LOA Employee upon his return from short-term disability, long-term disability or approved leave of absence within twenty (20) 10 Business Days after of the expected return date of each LOA Employee from short-term disability, long-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller Sellers prior to the commencement of active employment for all purposes (including for purposes of this Section 6.086.8).

Employee Matters. (a) On or From and after the Execution Date through ten (10) Business Days before the Closing Date, Buyer will give offers or an Affiliate of employment Buyer may offer employment, conditioned on the Closing, to each employee identified any or all Employees referenced on Section 7.10(a) of the Disclosure Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Designated Employees”) and Non-Offer Employees. During the period commencing to be effective as of 12:01 a.m. on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or with respect to a Designated Employee who is on a leave of absence, effective as of 12:01 am on such shorter period later date as such Designated Employee is released to return to work or is entitled to be restored to employment) (the applicable Transferred Employee remains continuously employed with the Buyer “Hire Date”). Each offer of employment shall be on such terms and its Affiliates from the Closing Date)conditions of employment that would apply to similarly situated employees of Buyer; provided, Buyer however, that each such offer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), an initial annual salary or hourly wage at least equal to rate that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other is not less than the annual salary or hourly wage rate for such Designated Employee immediately before the Closing Date and employee benefits that are substantially similar in the aggregate to the Transferred Employees on terms and conditions comparable to those provided employee benefits offered to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(aNo later than five (5) will be conditioned in all respects on Business Days before the occurrence of the Closing. Closing Date, Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as identities of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingDesignated Employees, if any, to whom Buyer shall not be required to make or an Affiliate of Buyer made such an offer of employment and who accepted such offer and the Designated Employees, if any, to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave Affiliate did not make such an offer of absenceemployment. The Designated Employees, but effective as ofif any, and conditioned upon, the commencement of active employment of who have accepted such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active and begin employment with Buyer or an Affiliate are referred to as the “Hired Employees”. Except as specifically provided for in this Section, nothing in this Agreement obligates Buyer to continue the employment of any Hired Employee for any period of time or otherwise affects Buyer’s right to set or modify the terms and shall be treated as an employee conditions of the Seller prior to the commencement employment of active employment for all purposes (including for purposes of this Section 6.08)such Hired Employees.

Employee Matters. (a) On or before Conditioned upon the Closing DateClosing, Buyer will give make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Offered Employees”) ” and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All may make offers of employment made by Buyer pursuant to any of the “Additional Employees” (each as defined below) that meet the requirements under this Section 6.08(a8.6. Buyer: (i) must make such offers of employment to the Offered Employees within 15 Business Days after the date of this Agreement, and (ii) will be conditioned make offers of employment to those Additional Employees Buyer elects to offer employment by the date mutually agreed by Sellers and Buyer (the applicable date being the “Offer Date”). Within 20 Business Days after the date of this Agreement, Buyer will conclude interviews of Additional Employees and will notify Sellers in all respects writing of the Additional Employees (if any) whom Buyer desires to employ. Sellers and Buyer will then mutually agree as to the date when Buyer may extend offers to those Additional Employees. Each offer to an Offered Employee and an Additional Employee must include base wages equal to or greater than those currently in effect for that employee and comparable benefits (determined, in each case, based on the occurrence of written disclosures provided to Buyer) at least as favorable in the Closingaggregate to those currently in effect for each employee. The Offered Employees and Additional Employees must be provided at least five days to accept the offers. Buyer shall will notify the Seller Sellers in writing of the names of the those Crosstex Energy employees identified on Schedule 6.08(awho: (i) who have accepted received offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(aemployment, (ii) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as accepted the offers and (iii) rejected the offers, in each case no later than five days after the expiration of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Nonfive-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following allowed to accept the offers. As of the Closing Date, or such longer period as might be Crosstex Energy will terminate and Buyer will hire those Offered Employees and Additional Employees accepting the offers at the compensation levels and with benefits and terms and conditions of employment required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a 8.6 (the “Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08Employees”).

Employee Matters. (a) On or before . Prior to the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) Parent shall (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing contingent on the Closing Date Closing) offer employment at the Surviving Corporation to the Key Employees and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as Company Employees set forth on Schedule 6.08(a7.3(l), or hourly wage and, promptly following the Closing, Parent shall offer employment at least equal the Surviving Corporation to that in effect as substantially all Company Employees, which offers of October 27, 2017 as previously disclosed to Buyer. Buyer employment shall provide other employee benefits to the Transferred Employees be made on such terms and conditions comparable as determined by Parent and subject to those provided Parent’s standard new hire procedures, which, at Parent’s option, may include standard background checks and releases of claims against the Company and its Subsidiaries (such Company Employees that receive offers, the “Offered Employees”), provided, that each such offer shall provide for (x) base compensation that is no less favorable than such Offered Employee’s base compensation immediately prior to the Closing and (y) a target cash incentive compensation that is no less favorable than such Offered Employee’s target cash incentive compensation immediately prior to the Closing. Each Company Employee who accepts Parent’s offer of employment pursuant to this Section 5.12 (the “Continuing Employees”) shall be entitled to participate in the employee benefit plans of Parent (each a “Parent Plan”) on the same terms and conditions as similarly situated employees of BuyerParent and its Subsidiaries. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned uponfollowing, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant Closing, Parent shall use commercially reasonable efforts to this Section 6.08(aprovide (or cause its applicable subsidiary or affiliate to use commercially reasonable efforts to provide) shall become a Transferred Employee effective upon the commencement of such LOA credit for each Continuing Employee’s active employment length of service with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment Company for all purposes of eligibility, vesting and vacation entitlement under each Parent Plan, but such prior service credit will not be required (including for purposes i) with respect to accrual of this Section 6.08)benefits under any defined benefit plan, (ii) to the extent that it results in a duplication of benefits, or (iii) with respect to the vesting of awards under Parent’s equity compensation plans, if any.

Employee Matters. (a) On or before The Buyer shall initially continue the Closing Date, Buyer will give offers employment of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved by the Acquired Companies on the Closing Date (the “Employees”) (including those employees on leave of absence, exclusive vacation or otherwise absent from work on the Closing Date). Notwithstanding the foregoing, any Employees who are on a leave of long-term disability absence as of the Closing Date (collectively, the “LOA Employees”) shall remain eligible for life insurance and Non-Offer Employees. During disability benefits under the period commencing on Benefit Plans of the Seller in accordance with the terms of such plans in effect immediately prior to the Closing Date and ending on Date. Upon the date which is twelve return to active employment of any LOA Employee within one hundred fifty (12150) months after days following the Closing Date (or or, if longer, within any period during which such shorter period as LOA Employee has a statutory right to re-employment), such LOA Employee shall be eligible for the applicable Transferred Employee remains continuously employed with disability and life insurance plans of the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees date of such return to work (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer EmployeeReturn Date”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty Within ten (2010) Business Days after the return date of each Return Date, the Buyer shall provide a written notice to the Seller that the applicable LOA Employee from short-term disability or an approved leave of absence, but effective as of, has returned to work and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of that specifies such LOA Employee’s Return Date (a “Return Notice”). Promptly upon receipt of the Return Notice, the Seller shall provide to the Buyer a written notice specifying the LOA Amount for such LOA Employee (a “Return Amount Notice”), which the Buyer shall pay to the Seller within ten (10) Business Days of the Buyer’s receipt of the Return Amount Notice. Any disability or life insurance claims of any LOA Employee who does not return to active employment with the Buyer and within one hundred fifty (150) days following the Closing Date (or, if longer, within any period during which such LOA Employee has a statutory right to re-employment) shall be treated as an employee remain the responsiblity of the Seller prior to the commencement of active employment for all purposes (including for purposes of Seller. The Parties acknowledge and agree that this Section 6.087.15(a) shall not apply to workers’ compensation claims, which are the subject of Section 7.15(d).

Employee Matters. (a) On Purchaser will make Comparable Job Offers (as defined below) on or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after about the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for Time) to all Transferred Employees (except i) whose names appear on Schedule 6.8(c) as described belowof the date of this Agreement (or, with the consent of Purchaser, as of the Closing Date). Notwithstanding , (ii) who are employed by Seller immediately prior to the foregoingClosing Date, Buyer shall and (iii) who are not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer Excluded Employees (each, a “Non-Offer Covered Employee”). If Buyer determines that an employee Purchaser will communicate offers of at-will employment in a form determined by Purchaser and which form is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not reasonably objected to by Seller. All Covered Employees shall be offered at-will employment with Buyer. During Purchaser (i) in a comparable position as such Covered Employee’s position with Seller on the 180‑calendar day period following date hereof, (ii) with annual base salary, or weekly or hourly rate of pay which is no less than such Covered Employee’s pay with Seller indicated on Schedule 6.8(c) (provided that incentive pay, where applicable, shall be determined based on incentive compensation programs determined by Purchaser in its sole and absolute discretion), (iii) at a work location that does not require such Employee to travel more than an additional 50 miles (one way) to work than such Employee traveled prior to the Closing Date, and (iv) with a work status (full or such longer period as might be required by Law for such LOA Employee’s return to workpart-time, Seller shall promptly inform Buyer including number of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return hours-per-week worked) that is not changed from short-term disability or approved leave of absence within twenty that indicated on Schedule 6.8(c) (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employeea “Comparable Job Offer”). A LOA Each Covered Employee who receives timely accepts Purchaser’s offer of employment and commences employment with Purchaser shall be referred to as a “Transferred Employee” for purposes of this Agreement. With respect to any Covered Employee who accepts an offer of employment from Buyer pursuant Purchaser who on the Closing Date is on military leave, sick leave, maternity leave, short-term disability or other leave of absence approved by Seller in accordance with past practice, except as required by applicable law and is named on Schedule 2.5(a)(ii) (each, an “Employee on Leave”), Purchaser need only employ such Covered Employee on an at-will basis beginning after such absence if such Covered Employee returns to this Section 6.08(a) shall become a Transferred employment in accordance with the terms of such Covered Employee’s leave, provided that such Covered Employee effective upon commences active employment with Purchaser no later than six months after the commencement of such LOA Employee’s the leave. Any Employee on Leave who commences active employment with Buyer Purchaser in accordance with the preceding sentence will cease employment with Seller at the end of such leave of absence and shall be treated as an employee the date of the Seller prior to the commencement of active employment for all purposes (including for purposes with Purchaser in accordance with the previous sentence shall be referred to herein as the “Transfer Date.” Seller shall 14 cooperate in facilitating the performance of this Section 6.08)Purchaser’s obligations to make offers and shall in good faith encourage Employees who receive offers from Purchaser to accept such offers.

Employee Matters. (a) On As of the date of this Agreement, the Sellers have made reasonable efforts to obtain from each Business Employee as soon as practicable consent to release to HLRUS or before its Affiliate all information (the “Employee Information”) reasonably requested by HLRUS or its Affiliate in writing about such Business Employees in order for HLRUS or an Affiliate of HLRUS to decide to whom HLRUS or such Affiliate will offer employment, subject, in each case, to any restrictions on the provision of such information under applicable Law. The Sellers shall make substantially all the Employee Information available to HLRUS or its Affiliate within five (5) calendar days after the date of this Agreement or, with respect to any specific Business Employee, as soon as reasonably practical after the Sellers obtain the Business Employee’s consent, if later. The Sellers shall permit HLRUS or an Affiliate of HLRUS to have reasonable access to the Business Employees beginning on the date of this Agreement, including, but not limited to, access to the Business Employees for the purpose of conducting interviews. No later than February 11, 2009, HLRUS or an Affiliate of HLRUS shall identify and provide to the Sellers a written list of the Business Employees to whom HLRUS or an Affiliate of HLRUS will definitely offer employment effective as of the Closing Date, Buyer will give offers . Each such offer of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disabilitya Business Employee shall be for a position, workers compensation leave provide for compensation, and require presence at a jobsite, as determined in the sole discretion of HLRUS or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) its Affiliate and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that communicated in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits writing to the Transferred Employees on terms Business Employee. The Sellers agree to cooperate with HLRUS or an Affiliate of HLRUS in its efforts to hire such Business Employees; provided that notwithstanding the foregoing the Sellers and conditions comparable their Affiliates shall be permitted to those provided offer continued employment to similarly situated employees any such Business Employee if the Sellers or their Affiliates reasonably require the services of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of such person following the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) Business Employees who have accepted offers of employment with Buyer. Each such Person who becomes become employed by Buyer pursuant to HLRUS or by an Affiliate of HLRUS in connection with the transactions contemplated by this Section 6.08(a) is Agreement shall be referred to herein as a “Transferred EmployeeEmployees.” Employment with Buyer The Buyers shall be effective as of have no liability or responsibility for, and the Effective Time Sellers shall have sole liability and responsibility for, any and all severance pay and other employment termination obligations for all Transferred Business Employees (except as described below). Notwithstanding and prior to the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails date on which any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as becomes an employee of the Seller prior any Buyer hereunder, Transferred Employees to the commencement extent such obligations relate to termination of active employment for all purposes (including for purposes of with the Sellers. Nothing in this Section 6.08)7.12(a) is intended to or shall require the Buyers or their Affiliates to employ or continue to employ any employee for any period of time or to continue to maintain any term or condition of employment, including, without limitation, the position, title, compensation, location or employer, with respect to any such employee or otherwise to treat any such employee on any basis other than as an employee-at-will.

Employee Matters. (a) On or before No later than thirty (30) days after the date of this Agreement, Sellers shall deliver to Purchaser a list of the Business Employees as of such date and no later than twenty-one (21) days prior to the reasonably anticipated Closing Date, Buyer will give offers Sellers shall deliver to Purchaser an updated list of employment to each employee identified the Business Employees as of such date (which identifies the number of Business Employees on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence), exclusive and thereafter and until the Closing Sellers shall promptly inform Purchaser of any changes thereto. The Business Employees shall be transferred from Sellers to Newco as of the Closing; provided, however, that any Business Employee not actively at work at the Closing due to worker’s compensation or short-term or long-term disability or other approved leave of absence under Sellers’ applicable leave of absence policy (each, a “Leave Employee” and collectively, the “LOA Leave Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (shall not become employed by Purchaser, Newco or such shorter period their Affiliates as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer , but shall notify become employed by Purchaser, Newco or their Affiliates upon the Seller in writing return of such Business Employee to active employment at the names termination of such leave, but only if such Business Employee returns to active employment no later than the first anniversary of the employees identified on Schedule 6.08(a) who have accepted offers Closing (and Sellers shall retain full liability and responsibility of employment such Business Employees until they are transferred to Purchaser, Newco or their Affiliates in accordance with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) 5.6(a)). From the Closing through the first anniversary of the Closing, Purchaser shall provide to each Business Employee who is referred to herein employed with Purchaser or any of its Subsidiaries as of the Closing (each, a “Transferred Employee.” Employment with Buyer and collectively, the “Transferred Employees”), provided that a Leave Employee shall not be effective treated as a Transferred Employee until the expiration of the Effective Time for all Transferred Employees Leave Employee’s period of absence and unless such Leave Employee thereupon becomes employed by Newco no later than the first anniversary of the Closing, annual compensation and benefits (except as described below)other than equity compensation and benefits) that are no less favorable in the aggregate than the compensation and benefits provided immediately prior to the Closing. Notwithstanding the foregoing, Buyer shall not be required with respect to make an offer of employment any Transferred Employee who becomes subject to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following collective bargaining agreement after the Closing Date, or all compensation and benefits treatment afforded to such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and by Newco shall be treated as an employee of provided only in accordance with the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)applicable collective bargaining agreement.

Employee Matters. No later than five (5) Business Days after the Execution Date, Sellers will make available to Purchaser (or Purchaser’s Representatives) a list of each employee of Operating Affiliate that performs services with respect to the Business and that is available to Purchaser to interview and make employment offers in accordance with this Section 8.16 (the “Available Employees”). As soon as reasonably practicable after the Execution Date, Sellers shall provide (or cause Operating Affiliate to provide) Purchaser with the following information for each Available Employee: current annual base salary or daily or hourly rate, as applicable, prior one year bonus history, accrued, unused vacation, employee benefits, service dates (initial date of hire, aggregate days of vacation eligibility per year, experience date), known visa requirements, names, job positions, general job descriptions, office location (if applicable) and exempt or non-exempt classification. As soon as reasonably practicable after the Execution Date, Sellers shall (or cause Operating Affiliate to) facilitate interviews by Purchaser with any Available Employee selected by Purchaser and otherwise make each such Available Employee reasonably available to Purchaser for such interviews. No later than (a) On thirty (30) days prior to Closing or before (b) with respect to Available Employees that have not accepted employment offers as of the Closing Date, Buyer will give offers of employment date thirty (30) days prior to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyClosing, the “LOA Employees”earlier of (i) and Non-Offer Employeesthree (3) Business Days after such acceptance or (ii) five (5) Business Days prior to Closing, Purchaser shall notify Sellers of any acceptance as of such date by any Available Employee of any employment offer made by Purchaser. During An Available Employee who is employed by a member of the period commencing on the Closing Date and ending on the date which is twelve Acquired Company Group (12or otherwise by Purchaser or its Affiliate) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Continuing Employee.” Employment with Buyer ”. For the avoidance of doubt, neither Purchaser nor any of its Affiliates (including the Acquired Company Group) shall be effective as responsible for any obligations for continuation health care coverage (including the issuance of any required notices), in accordance with Section 4980B of the Effective Time for all Transferred Employees (except as described below). Notwithstanding Code and Sections 601 to 608 of ERISA, to any employee of Operating Affiliate who is not a Continuing Employee or his or her qualified dependents who, in connection with the foregoingtransaction contemplated by this Agreement, Buyer shall not be required to make an offer meet the definition of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer EmployeeM&A qualified beneficiary” as defined in Treasury Regulation Section 54.4980B-9, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Q&A-4.

Employee Matters. (a) On or before No later than twenty (20) days prior to Closing, Seller shall provide Buyer with a revised Business Employee Data List (including the Closing Date, list of Business Employees) which is current as of that date. Buyer will give shall make offers of employment to each employee identified a minimum of eighty percent (80%) of the Business Employees (as selected by Buyer in its sole discretion), commencing on Schedule 6.08(athe Closing Date. No later than ten (10) (other than days prior to the Closing, Buyer shall provide Seller with a list of those employees Business Employees who are not actively employed due to short-term disability, workers compensation leave or approved leave have received and accepted offers of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period employment with Buyer commencing on the Closing Date (each such Business Employee, a “Continuing Employee”). The terms and ending on conditions of the date which is twelve (12) months after the Closing Date salary (or hourly wage rate, as applicable), other compensation opportunities and/or benefits included in such shorter period offers by Buyer to the Business Employees shall be the same as the applicable Transferred Employee remains continuously employed with the those provided to similarly-situated employees of Buyer and its Affiliates from as of the Closing Date; provided that such terms and conditions of the salary (or hourly wage rate, as applicable), compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be of sufficient level so as to not trigger any obligations or liability for notice pay or otherwise arising under the Worker Adjustment and Retraining Notification Act (the “WARN Act”). Seller or its Affiliates shall make all Business Employees reasonably available for interview by Buyer and its Affiliates and shall not take any action (and shall cause its Affiliates not to take any action) to dissuade any Business Employee from accepting any offer of employment from Buyer or one of its Affiliates. Each offer of employment shall be in writing and is expressly subject to satisfaction of Buyer’s standard on-boarding process and procedures, including, but not limited to, pre-employment drug testing and background check procedures. Immediately prior to Closing, Seller shall cause to be terminated the employment of each Continuing Employee who has received and timely accepted an offer of employment with Buyer in accordance with this Section 10.4(a) In the event any Key Employee is not offered employment by Buyer in accordance with this Section 10.4(a) and does not become a Continuing Employee, Buyer shall provide each Transferred Employee with a level pay to Seller within ten (10) Business Days following the Closing Date an amount equal to six (6) months of such Key Employee’s then-current annual base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails assume any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employeeother obligations under any severance/retention agreement with any Company, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to workAEC Subsidiary, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA or Seller Parent Guarantor or under any other EMES Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment Benefit Plan with Buyer and shall be treated as an employee of the Seller prior respect to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Key Employee(s) or any other Business Employee.

Employee Matters. (a) On or before Buyer shall offer equivalent employment at the Auctioned Assets to those employees of Seller regularly assigned by Seller to work at the Auctioned Assets on the Closing Date, Buyer will give offers of employment to each employee identified on Date in the job titles and facilities listed in Schedule 6.08(a9.01(a) (other than all such employees described above and those employees individuals described in the following sentence being hereinafter referred to as "Affected Employees"). Affected Employees include each such 64 57 employee of Seller who are is not actively employed at work on the Closing Date due solely to a temporary short-term disabilityabsence, workers compensation leave whether paid or approved unpaid, in accordance with applicable policies of Seller, including as a result of vacation, holiday, personal time, leave of absence, exclusive of union leave, short- or long-term disability (collectivelyleave, the “LOA Employees”) and Non-Offer Employeesmilitary leave or jury duty. During the period commencing Affected Employees whether or not they accept an offer of employment from Buyer shall cease to be employees of Seller on the Closing Date and ending and, to the extent they accept an offer of employment from Buyer, their period of employment by Buyer shall begin on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer . Seller shall be responsible for any obligation to provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable an Affected Employee prior to those provided to similarly situated employees such employee's period of employment by Buyer. All such offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned made (x) in accordance with all respects on applicable laws and regulations, and (y) for employees represented by Utility Workers' Union of America AFL-CIO and its Local Union 1-2 ("Local 1-2"), in accordance with the occurrence of the Closing. Buyer shall notify the Seller Local 1-2 Collective Bargaining Agreement (as defined in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer9.01(b)). Each such Person Affected Employee who becomes employed by Buyer pursuant to this Section 6.08(a9.01(a) is shall be referred to herein as a “Transferred "Continued Employee.” Employment with ". Buyer may commence discussions concerning offers for employment beginning on the Closing Date to Affected Employees at any time following the date of this Agreement. Seller acknowledges and agrees that Buyer may discharge any of its obligations under this Article IX through one of its Affiliates; provided, however, that Buyer shall in no event be effective as of relieved from the Effective Time for all Transferred Employees (except as described below). Notwithstanding full liabilities and the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to full financial responsibility under this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Article IX.

Employee Matters. (a) On As of the Closing, Buyers or before one of their Affiliates shall retain the employment of each employee of U.K. Engineered Films other than any employee who shall be offered employment by the Sellers and who is identified on Schedule 5.05(a) (each such employee listed on Schedule 5.05(a), a “U.K. Seller Employee”). For twelve (12) months following the Closing Date(or such shorter period of time that any Transferred Employee remains an employee of the Business), Buyer will give offers of employment Buyers shall, or shall cause the Businesses to, (i) provide to each employee identified on Schedule 6.08(a5.05(b) (each, a “Transferred Employee”) base salary or wages at least equal to those provided to such Transferred Employee immediately prior to the Closing; provided that notwithstanding the foregoing, nothing in this Agreement shall represent a guarantee of continued employment after Closing; and (ii) provide Transferred Employees generally, with employee benefits (other than equity-based benefits) that are substantially similar in the aggregate to either those employees who are not actively employed due benefits provided to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyTransferred Employees immediately prior to the Closing or, the “LOA Employees”) employee benefits provided by Buyers to similarly situated employees of Buyers, as determined by Buyers. Except as set forth in this Agreement, Sellers shall be responsible for payment of all base salary and Non-Offer hourly wages and other compensation earned and accrued for Transferred Employees for the period of time up through the Closing and Buyers shall be responsible for any bonuses for such Transferred Employees. During Without limiting the period commencing on generality of the foregoing, Buyers shall, or shall cause the Businesses to, honor, in accordance with their terms, all rights to vacation, personal and sick days accrued (and unpaid) by Transferred Employees under any plans in effect immediately prior to Closing. Also without limiting the foregoing, Buyers shall, or shall cause the Businesses to, take the following actions with respect to the Transferred Employees under any employee plans other than a Plan for which such employee may become eligible after Closing and in the plan year in which the Closing Date occurs: (x) waive any limitations regarding pre-existing conditions and ending eligibility waiting periods under any welfare or other employee benefit plan maintained by any of them on the date which is twelve (12) months and after the Closing Date (or such shorter period as and in the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from plan year in which the Closing Date), Buyer shall Date occurs to the extent such pre-existing condition or waiting period did not apply to the employee under a comparable plan of Sellers immediately prior to the Closing; (y) provide each Transferred Employee with a level of base salarycredit for any co-payments and deductibles paid prior to the Closing for the calendar year in which the Closing occurs, except as set forth on Schedule 6.08(a), in satisfying any applicable deductible or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide out-of-pocket requirements under such welfare plans or other employee benefits benefit plans; and (z) for all purposes (other than for purposes of benefit accruals under any defined benefit pension plan) under all compensation and benefit plans and policies applicable to the Transferred Employees on terms (other than any equity-based plan, and conditions comparable except as otherwise provided in any employment agreement), treat all service by the Transferred Employees with Sellers before the Closing as service with Exopack, Buyers and any of their Subsidiaries to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each same extent such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective service was recognized under similar Plan as of the Effective Time for all Transferred Employees Closing Date; provided that the foregoing clauses (except as described below)x) through (z) shall not apply to the extent it would result in duplication of benefits. Notwithstanding anything in this Section 5.05 to the foregoingcontrary, Buyer shall not be Buyers agree to provide each Transferred Employee who is covered under the terms of a collective bargaining agreement, with compensation and benefits as required to make an offer under the terms of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening such collective bargaining agreement. On and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following after the Closing Date, Buyers shall be responsible for bonuses for Transferred Employees, whether accrued prior to, at or such longer period as might be required by Law after the Closing. Sellers shall retain responsibility for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from shortall long-term disability benefits and workers’ compensation benefits for those Transferred Employees whose disabling injury, event or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller illness occurs prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Closing Date and who are not covered under an insurance Contract that is an Assumed Plan.

Employee Matters. (a) On or before The Purchaser Parties shall cause an Affiliate of the Closing Date, Buyer Purchaser Parties to make at-will give offers of employment to each employee identified the Current Employees set forth on Schedule 6.08(a) a list provided to Seller by Purchaser as of the date hereof (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Offered Employees”) and Non-Offer Employees. During ), which offers shall provide for base wages or salaries equal to the period commencing on the Closing Date and ending on the date which is twelve (12) months after respective base wages or salaries specified for each such employee as in effect immediately prior to the Closing Date (or such shorter period and as previously provided in the employee information described in Section 3.22(a) and made available to the Purchaser Parties as of the date hereof, as the applicable Transferred Employee remains continuously employed same may be modified prior to the Closing Date consistent with the Buyer limitations of Section 5.2(y)(l)) and its Affiliates from the Closing Date)benefits that are consistent with, Buyer shall provide each Transferred Employee with a level of base salaryand no less favorable than, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee those benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of BuyerGuggenheim Partners and its Subsidiaries generally from time to time. All Such offers shall be made to the Offered Employees as soon as practicable following the date hereof, shall be conditioned upon the Closing, and shall be for employment commencing at 11:59 p.m, Des Moines, Iowa time, on the Closing Date (such time, the “Offer Effective Time”); provided that, in the case of an employee (i) who is on short term disability leave, workers' compensation leave, or other authorized leave of absence as of the Closing Date, the offer of employment made by Buyer pursuant shall be for employment effective immediately after the date that such employee is first able to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(areturn to active employment or (ii) who have accepted offers continues employment with Seller following the Offer Effective Time as mutually agreed between Seller and the Purchaser Parties, the offer of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of such employee's last day of work with Seller as mutually agreed between Seller and the Purchaser Parties (such date, in each case, the “Delayed Transfer Date”)). The offer to each Offered Employee shall be conditioned upon such Offered Employee (A) passing a background check in accordance with the standard employment practices of the Purchaser Parties and their respective Affiliates as described to Seller prior to the date hereof and (B) remaining employed by Seller or its Affiliates through the Offer Effective Time for all Transferred Employees or (except with respect to affected employees) as described below)of the Delayed Transfer Date, as the case may be. Notwithstanding Subject to the foregoing, Buyer shall not be required to make those Offered Employees who accept an offer of employment as described above and become so employed as of the Offer Effective Time or (with respect to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies affected employees) as of Buyer (a the Delayed Transfer Date, as the case may be, shall be referred to herein as “Non-Offer EmployeeTransferred Employees”). If Buyer determines To the extent that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Offered Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts has accepted an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Delayed Transfer Date, the Purchaser Parties shall promptly upon written request after the applicable Delayed Transfer Date reimburse Seller on an after-Tax basis for the expense of employment continuation from the Offer Effective Time through the applicable Delayed Transfer Date in accordance with the base wages or salaries specified for such Offered Employee in the employee information described in Section 3.22(a) and made available to the Purchaser Parties as of the date hereof, as the same may be modified prior to the commencement Closing Date consistent with the limitations of active employment for all purposes (including for purposes of this Section 6.085.2(y)(l).

Employee Matters. (a) On or before (i) Not later than 10 days prior to the expected Closing Date, the Buyer will give offers of shall offer employment to each employee identified on Schedule 6.08(aCompany Employee, which offer of employment shall be subject to the Closing occurring and shall include (A) (other than those employees who are not actively employed due a rate of base salary or wages equal to short-term disability, workers compensation leave 100% of the rate of base salary or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on wages in effect with respect to such Company Employee immediately prior to the Closing Date and ending (B) amounts of cash incentive opportunities that are no less favorable than those in effect with respect to such Company Employee immediately prior to the Closing Date; provided that with respect to each such Company Employee who is an Inactive Employee as of the 10th day prior to the expected Closing Date, such offer shall be made by the Buyer only if such Seller Employee actually reports to employment with the Sellers on or prior to the date which that is twelve (12) months after 90 days following the Closing Date (or such shorter later period if required by Law) and is capable of performing his or her job duties as in effect immediately prior to the applicable Transferred Closing Date with all accommodations, in which case such offer shall be made within one Business Day following the date on which such Company Employee remains continuously employed so reports to employment. Each such Company Employee who accepts such offer of employment shall commence employment with the Buyer immediately following the Closing (or, in the case of such Inactive Employees, as of the date immediately following the date on which such employee accepts employment with the Buyer, if later) (as applicable, the “Employment Date,” and its Affiliates those Seller Employees who accept employment with the Buyer are referred to as “Continuing Employees”) and for all purposes consistent with Law and except as otherwise expressly provided herein such employment from and after the Employment Date, as applicable shall be deemed to have occurred with no interruption or break in service and no termination of employment. The Buyer shall not fire or otherwise discharge any Continuing Employees other than for cause until 45 days after the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On Effective as of the Closing Date, Buyer may offer employment to the Staff Employees listed on Schedule 4.3. A Staff Employee of the Business to whom an offer of employment is made by Buyer and who accepts such offer shall become a staff employee of Buyer on the day such person reports, if at all, to work for Buyer (such a staff employee is hereinafter referred to as a “Transferred Staff Employee”). For twelve months following the Closing Date, each Transferred Staff Employee will be eligible to participate in Buyer’s employee benefit plans on the same or before similar basis as Buyer’s other similarly situated staff employees; provided, however, that Buyer shall full discretion to establish the wages, hours and terms of employment for all Transferred Staff Employees. Without limiting the foregoing, during the Earn-Out Period Buyer shall consult with the Minority Shareholder (or other principal executive of the Business) prior to making any materially adverse change to the base salary and bonus opportunity of any Transferred Staff Employee as compared to the base salary and bonus opportunity of such Transferred Staff Employee immediately prior to the Closing (as described in Schedule 2.12(a)). Following the Closing Date, Buyer will give offers provide Sellers and Majority Shareholder with reasonable access to the office manager of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelythe Business, the “LOA Employees”) office facilities of the Business, and Non-Offer Employees. During copies of such Records of the period commencing on the Closing Date Business, including, without limitation, Sellers’ QuickBooks files and ending on the date which is twelve (12) months after the Closing Date (or such shorter period computers, as the necessary to allow Sellers to comply with its W-2 and Affordable Care Act reporting obligations under applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date)Law; provided, that Buyer shall provide each Transferred Employee have no Liability with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employeerespect thereto.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the For a period commencing on the applicable Closing Date and ending on the date which is twelve one (12) months after 1)-year anniversary of the applicable Closing Date (or such shorter period as until the applicable Transferred termination of the relevant Business Employee remains continuously employed with the Buyer and its Affiliates from the Closing Dateif sooner), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a)shall, or hourly shall cause the Acquired Companies to, provide any Business Employee on the applicable Closing Date with (i) a base salary or wage at least equal to rate that is no less than the base salary or wage rate as in effect as of October 27with respect to such Business Employee immediately prior to the applicable Closing, 2017 as previously disclosed to Buyer. Buyer shall provide other and (ii) employee benefits to that are, in the Transferred Employees on terms and conditions comparable to aggregate, no less favorable than those provided to similarly situated employees of Buyersuch Business Employees under the Benefit Plans immediately prior to applicable Closing (excluding severance benefits, any long-term incentive awards, nonqualified deferred compensation plans or college tuition-related programs). All offers of employment made by Buyer pursuant Notwithstanding anything herein to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with contrary, Buyer shall be effective responsible for severance payable (if any) for the termination of any Business Employee on the applicable Closing Date or thereafter. Except as of the Effective Time for all Transferred Employees (except otherwise set forth in this Section 6.10 or as described below). Notwithstanding the foregoingmay be specifically required by this Agreement or by applicable Law, Buyer shall not be required obligated to make an offer continue to provide any particular type of employment employee benefits or compensation to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for For purposes of this Section 6.08)6.10, the applicable Closing Date for any Business Employee shall be the applicable Closing Date on which the Acquired Company by whom such Business Employee is then employed is sold to Buyer. With respect to each Benefit Plan that is not an Acquired Company Plan, Parent will retain all responsibility, obligations and liability with respect to, or in any way related to, such Benefit Plan, and Buyer will not, and, from and after the applicable Closing, the Acquired Companies will not, have any responsibility, obligations or liability with respect to, or in any way related to, such Benefit Plan.

Employee Matters. (a) On or before Within thirty (30) days following the Closing Datedate of this Agreement, Seller shall deliver to Buyer will give offers a list identifying all of employment to each employee identified on Schedule 6.08(a) (other than those the employees of the Outdoor Group Entities primarily engaged in the Outdoor Business who are not actively employed due to short-term disabilitythen Buyer Retained Employees (the “Employee List”, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyand the employees identified on the Employee List, the “LOA Identified Employees”). Thereafter, Seller shall provide Buyer (x) reasonable access during regular business hours to such records of the Outdoor Business Entities regarding each such Identified Employee as is requested by Buyer and as the Outdoor Business Entities may lawfully provide to Buyer and (y) to the extent reasonably acceptable to Seller, access to the Identified Employees, in each case for the purpose of Buyer determining whether to retain such Identified Employees with the Outdoor Group Entities following the Closing. In addition, with the approval of Seller (not to be unreasonably withheld) Buyer may, but is not obligated to, discuss the specific terms of retention and enter into agreements with certain Identified Employees identified to Seller as key employees during this period. At a time to be mutually agreed between Buyer and Seller, but in any event not less than thirty (30) days prior to the date that Buyer reasonably believes Closing is likely to occur, Buyer shall be permitted to deliver to Seller a list of the Identified Employees which it desires to retain with the Outdoor Group Entities following the Closing (the “Selected Employee List”, and the employees identified on the Selected Employee List, the “Selected Employees”) and Non-Offer Employees. During following such delivery of the period commencing on Selected Employee List Seller shall provide Buyer access to each Selected Employee then employed by the Closing Date and ending on Company for the date which is twelve (12) months after the Closing Date (or purpose of taking such shorter period steps as the applicable Transferred Employee remains continuously Buyer determines are appropriate to obtain such Selected Employee’s agreement to remain employed with the Buyer and its Affiliates from Outdoor Group Entities following the Closing Date)Closing. Without limiting the generality of the foregoing, Buyer may seek any such Selected Employee’s agreement to enter into any employment or similar agreement that Buyer desires; provided that (i) the effectiveness of any such agreement shall provide each Transferred Employee with a level be contingent upon the consummation of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on Contemplated Transactions and (ii) any such agreement contains terms and conditions comparable to those provided to similarly situated employees that are consistent with the remainder of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a5.5. Seller agrees that it will not discuss with any Selected Employee any increase to or expansion of the compensation or benefits that such Selected Employee is then entitled to receive with the intention of influencing such Selected Employee to decline to remain employed with the Outdoor Group Entities following the Closing; provided that nothing shall prevent Seller from discussing any such compensation or benefits terms with any Selected Employee following the date that (a) such Selected Employee notifies Seller that he or she does not intend to remain employed with the Outdoor Group Entities following the Closing, or (b) Buyer notifies such Selected Employee that he or she will be conditioned in all respects on not remain employed with the occurrence of Outdoor Group Entities following the Closing. Buyer shall notify the Seller in writing the names In furtherance of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall promptly notify Seller if it has decided not be required to make an offer retain any such Selected Employee. Any Selected Employee who agrees to remain with the Outdoor Group Entities following the Closing and any other employee of employment to an employee Seller or the Company Group Entities whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (Seller mutually agree should be retained with the Outdoor Group Entities following the Closing shall thereafter be deemed a “Non-Offer Buyer Retained Employee”). If Buyer determines ; provided that an any such Selected Employee or other employee is a Non-Offer Employeewho, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following prior to the Closing Date, rescinds his or such longer period as might be required by Law for such LOA Employee’s return her agreement to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after remain with the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, Outdoor Group Entities following the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer Closing pursuant to this Section 6.08(a5.5(a) shall become thereafter no longer be deemed a Transferred Employee effective upon “Buyer Retained Employee.” Each of the commencement parties hereto acknowledges that the consummation of such LOA Employee’s active employment with Buyer and shall be treated as an the Contemplated Transactions is not conditioned on any employee of Seller or the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Company Group Entities being a Buyer Retained Employee.

Employee Matters. (a) On or before the Closing DateAs soon as reasonably practicable, Buyer will give offers of employment but in any event no later than ten (10) Business Days prior to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period to be effective as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from of the Closing Date), Buyer shall provide offer employment to each Transferred Business Employee with a level of base salary, except as set forth who is listed on Schedule 6.08(a6.7(a) and actively employed by Seller immediately prior to the Closing Date, in each case at an annual base compensation, and an opportunity for cash incentive compensation (excluding, for clarity, equity and other non-cash compensation) not less than that which is in effect for such Business Employee, and with substantially the same responsibilities and duties, in each case immediately prior to the Closing Date. For purposes of this Section 6.7(a), or hourly wage at least equal to that in effect a Business Employee will be treated as “actively employed” if as of October 27the Closing Date such person is actively at work, 2017 as previously disclosed or on vacation, holiday, jury duty, sick leave (not including short-term or long-term disability) or bereavement leave. The Business Employees to Buyer. whom offers are made in accordance with the preceding sentence and who begin work with Buyer shall provide other employee benefits to immediately after the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is Closing Date are referred to herein as a “Transferred Employee.” Employment with Buyer Employees”. Seller shall be effective as terminate the employment of each Buyer Employee immediately prior to the Closing. Nothing in this Agreement shall create any obligation on the part of Buyer to continue to employ any Buyer Employee for any period following the Closing Date. As of the Effective Time Closing Date, Buyer shall, with respect to its vacation, 401(k) plan and other employee benefit plans, policies, programs or arrangements that contain a service-credit component and that are maintained by Buyer after the Closing Date (solely to the extent applicable to such Buyer Employee), credit each Buyer Employee, for all Transferred Employees the purposes of eligibility or vesting but not for purposes of benefit accrual, with the applicable service credited for such Buyer Employee’s duration of employment by Seller or its Affiliates (except as described belowor any predecessor thereto). Notwithstanding the foregoing, for purposes of determining accrued vacation, each Buyer Employee shall not be required credited with such amount of services as shall be necessary to make an offer entitle such Buyer Employee to a minimum of employment *** vacation days per calendar year, subject to, in the case of the current calendar year, any vacation days used by such Buyer Employee in the current calendar year prior to an employee whom Buyer is prohibited from hiring by applicable Law the Closing. In addition, on or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or Buyer shall pay to each Buyer Employee a “signing bonus” in an amount specified by Seller in writing, not to exceed ***, in the aggregate. Promptly following Buyer’s notice to Seller that such longer period as might be required by Law for such LOA Employee’s return amounts have been paid to workthe Buyer Employees, and in no event later than ten (10) Business Days thereafter, Seller shall promptly inform reimburse Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after for the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment full aggregate amount of such LOA Employee. A LOA Employee who receives and accepts an offer payments, together with the amount, as specified by Buyer, of employment from all payroll taxes or similar amounts paid or payable by Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement in respect of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)payments.

Employee Matters. (a) On As promptly as practicable after the execution of this Agreement, representatives of Buyer and Seller shall meet to identify employees of the Seller or before any of its Affiliates (other than the Closing DateCompany or the LLC) who are not Business Employees and to whom Buyer and Seller agree that Buyer, the Company or any Affiliate of Buyer will give may make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”"ADDITIONAL EMPLOYEES"). Buyer, the Company or any other Affiliate of Buyer (i) and Non-Offer Employees. During the period commencing on shall offer employment effective as of the Closing Date to each Business Employee, and ending on the date which is twelve (12ii) months after may offer employment effective as of the Closing Date (to each Additional Employee, in each case on such terms and conditions as Buyer may determine in its discretion, provided, however, that such terms and conditions shall be reasonable in relation to the terms and conditions upon which similarly situated employees of Buyer or one or more of its Affiliates are employed. Business Employees and Additional Employees who accept such shorter period offer of employment effective as of the applicable Transferred Employee remains continuously employed Closing Date shall be referred to as "TRANSFERRED EMPLOYEES." The total number of Business Employees and Additional Employees that Seller will make available to Buyer for employment will be no less than 492, and Buyer, the Company or any other Affiliate of Buyer will make offers to no fewer than 458 of such Persons. Buyer shall not initiate any contact with any of Seller, Company or LLC employees except for Business or Additional Employees. After the date hereof and prior to Closing, Seller shall afford, and shall cause the Company and the LLC and Seller's other Affiliates to afford, to Buyer or its Affiliates reasonable access to the Additional Employees for the purpose of enabling Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level to determine to which of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal such employees it desires to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All extend offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employeeemployment.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On Parent or before Buyer shall offer at-will employment to all employees currently employed by Seller listed on Schedule 7.2 attached hereto. Seller will use commercially reasonable efforts to assist the Buyer Parties in the hiring of such employees. Upon execution of this Agreement, Seller shall notify each employee listed on Schedule 7.2 in writing that, by reason of the sale of the Business, their employment with Seller is terminated as of the Closing Date and that Parent or Buyer is offering such employees employment. Any such employees actually employed by Parent or Buyer or their Affiliates immediately following the Closing, other than Xxx Xxxxx, Xxxx XxXxxxx, Xxx Xxxxxxxxx and Xxxx Xxxxxxxx (each, a “Key Employee”), are referred to in this Agreement as “Hired Employees.” To the extent that service is relevant for purposes of eligibility and vesting (and, in order to calculate the amount of any sick days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) under any retirement plan, employee benefit plan, program or arrangement established or maintained by Parent, Buyer or any of their Affiliates for the benefit of employees, such plan, program or arrangement, shall, to the extent permitted by the terms and conditions thereof, credit such Hired Employees for service earned on and prior to the Closing Date with Seller, in addition to service earned with Parent, Buyer or any of their Affiliates after the Closing Date. In addition to the foregoing, as of the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer Parties shall provide each Transferred Employee Hired Employee, at the time of hiring, with a level of base salary, except as set forth on Schedule 6.08(a), initial compensation (but excluding benefits and any incentive or hourly wage equity-based compensation) at least equal to that in effect as of October 27, 2017 favorable as previously disclosed to Buyer. Buyer shall provide other employee the compensation (but excluding benefits to the Transferred Employees on terms and conditions comparable to those any incentive or equity-based compensation) provided to similarly situated such employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for date of this Agreement. Seller shall issue to each terminated employee (including all Transferred Employees (except Hired Employees) a final paycheck in accordance with Seller’s regular payroll schedule, containing their salary through the Closing, all accrued, unused paid time off, and any other wages, overtime, severance pay, bonuses, change-in-control payment, other incentive compensation, commissions, expense reimbursement, or any other compensation that was earned, accrued, or payable prior to or as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer a result of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period (excluding any amounts to be paid by Buyer as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer Assumed Liabilities pursuant to this Section 6.08(a2.2(d)) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On The Sellers shall promptly update the list of Employees made available to Purchaser pursuant to Section 5.14(a) and Section 5.14(a) of the Seller Disclosure Schedule to reflect any and all employment or before service hirings or terminations occurring prior to the Closing Date, Buyer with the final such update to occur no later than five (5) Business Days prior to the Closing Date (it being understood that the Sellers will give offers inform Purchaser in writing of the termination of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave services of absence, exclusive of long-term disability (collectivelyan Employee or Service Provider following the date hereof). In addition, the Sellers shall provide Purchaser no later than five (5) Business Days following the Closing Date a true, correct and complete list of any and all employment losses (within the meaning of the WARN Act) incurred at the Company during the ninety (90) day period prior to and including the Closing Date. (b) The Sellers shall provide Purchaser, upon execution of this Agreement, with access to the Employees at times and in a manner reasonably acceptable to the Seller, and with information reasonably requested by Purchaser with respect to compensation and benefits of the Employees. Purchaser or one of its Affiliates shall offer employment to the employees of the Sellers as it shall determine in its sole discretion (the “LOA Offered Employees”). All Offered Employees who (A) accept the offer of employment from Purchaser or one of its Affiliates and Non-Offer (B) commence employment with Purchaser or one of its Affiliates as of immediately following the Closing shall be referred to herein as the “Transferred Employees. During the period commencing on .” Unless a written acceptance of an offer of employment is required by applicable Law, an Offered Employee who is actively at work with Purchaser or one of its Affiliates as of the Closing Date and ending on continues employment shall be deemed to have accepted the date which is twelve offer of employment from Purchaser or one of its Affiliates, unless such Offered Employee specifically declines such offer of employment. (12c) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide The employment of each Transferred Employee with a level Purchaser or one of base salaryits Affiliates shall commence immediately upon the Closing and shall be deemed, for all purposes, consistent with applicable Law and except as set forth on Schedule 6.08(a)otherwise expressly provided herein, to have occurred with no interruption or hourly wage at least equal break in service and no termination of employment; provided, however, that any Inactive Employee shall not -73- be considered a Transferred Employee unless and until such Inactive Employee returns to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits active status pursuant to the Transferred Employees on terms following sentence, and conditions comparable notwithstanding anything herein to those provided the contrary, Purchaser and its Affiliates shall only be responsible for Liabilities relating to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of Inactive Employee from and after the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each date such Person who Inactive Employee becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment . The employment of any Inactive Employee with Buyer Purchaser or one of its Affiliates, as applicable, shall be effective upon his or her return to active work, provided that the Inactive Employee reports to work with Purchaser or one of its Affiliates, as applicable, within fifteen (15) days after the end of any such approved leave and, to the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring extent permitted by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer Law, in no event later than one hundred twenty (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period 120) days following the Closing Date, and, as of such date, such Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by Purchaser. (d) The Sellers shall terminate, or such longer period shall cause to be terminated, the employment of all Transferred Employees effective as might be required by Law for such LOA Employee’s of the Closing or, with respect to any Inactive Employee who becomes a Transferred Employee after the Closing Date in accordance with Section 8.11(c), upon their return to workactive work with Purchaser or one of its Affiliates, Seller shall promptly inform Buyer of each LOA Employee’s return to work as applicable. Subject to, and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned uponthe Closing, the commencement Sellers hereby waive and release each of active employment the Transferred Employees from any and all contractual, common law or other restrictions enforceable by the Sellers and their respective Affiliates on the employment, activities or other conduct of such LOA Employee. A LOA Employee who receives and accepts an offer individuals after their termination of employment with the Sellers except with respect to obligations related to confidentiality and trade secrets. Prior to the Closing Date, and to the extent necessary to implement this sentence, the Sellers shall cause to be taken all actions as may be reasonably required to amend any Employee Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that severance or separation payments shall not be payable to any Transferred Employee on account of such employee’s termination of employment with the Sellers and its Affiliates. (e) Pursuant to the “Standard Procedure” provided in section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320, (i) Purchaser and the Sellers shall report on a predecessor/successor basis as set forth therein, (ii) the Sellers will not be relieved from Buyer filing a Form W-2 with respect to any Transferred Employees for any tax period ending immediately prior to the Closing Date and the tax year including the Closing Date with respect to the portion of such year that such Transferred Employee was employed by the Sellers and their Affiliates, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by the Sellers and their Affiliates. (f) Effective as of the Closing, Purchaser or one of its Affiliates shall assume sponsorship of each of the Employee Benefit Plans listed on Section 8.11(f) of the Seller Disclosure Schedule (the “Transferred Benefit Plans”), and any trusts, -74- insurance policies or third-party administrator contracts related to the Transferred Benefit Plans shall be assigned to Purchaser or one of its Affiliates effective as of the Closing. (g) Purchaser shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred on or after the Closing Date. The Sellers shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred prior to the Closing Date. (h) With respect to any accrued but unused vacation or paid time-off benefits (“Accrued PTO”) to which any Transferred Employee is entitled pursuant to this Section 6.08(a) shall become a the vacation policy or other arrangement applicable to such Transferred Employee effective upon immediately prior to the commencement Closing as reflected in the list of Employees made available to Purchaser pursuant to Section 5.14(a), Purchaser shall, or shall cause its Affiliate to, either (A) allow such Transferred Employee to use such Accrued PTO or (B) to the extent permitted by applicable Law, pay or cause Seller to pay any or all of the value of such LOA Employee’s active employment with Buyer and Accrued PTO to such Transferred Employee in cash. (i) Nothing herein, express or implied, shall be treated as an confer upon any other Persons (including any current or former employee of the Seller prior Seller, Purchaser or any of their respective Affiliates) any rights or remedies hereunder, including any right to the commencement of active employment or continued employment for all purposes (including for purposes any specified period or continued participation in any Employee Benefit Plan or other benefit plan, or any nature or kind whatsoever under or by reason of this Section 6.08).Agreement. Nothing herein restricts or precludes the right of Purchaser to terminate the employment of any Transferred Employee. Purchaser and the Sellers agree that the provisions contained herein are not intended to be for the benefit of or otherwise be enforceable by, any third party, including any current or former Employee or Service Provider. 8.12

Employee Matters. (a) On Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or before a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) shall provide Seller with a schedule (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and Non-Offer Employees. During a list of Specified Employees whom Buyer will not provide continuing employment for the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates Severance Schedule shall not materially differ from the Closing Date), Buyer shall provide each Transferred Employee with a level number of base salary, except employees identified as set forth Transitional Employees and Non-Continued Employees on Schedule 6.08(a6.3(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of The employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment Continued Employees with Buyer. Each such Person who becomes employed by , an Affiliate of Buyer pursuant to this Section 6.08(aor the Companies (A) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective or shall continue, as applicable, as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(aB) shall become provide for a Transferred substantially comparable pay rate as earned by the Continued Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller immediately prior to the commencement of active Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all purposes Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (including for purposes of this Section 6.08)or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) On or before 6.5.1 Between the date hereof and the Closing Date, Buyer will give shall make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disabilityemployment, workers compensation leave or approved leave effective as of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date, to at least eighty percent (80%) of all Property Employees employed at the Property (x) as of the date hereof or (y) as of the date on which such offers are made, whichever number is less, excluding (i) any Property Employees on leave from employment (including, without limitation, under the Family and Medical Leave Act and analogous state and local law and the Uniformed Services Employment and Reemployment Act and analogous state and local law, on short or long term disability leave or workers compensation leave), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(awhom is separately identified in Part I of Section 6.5.1 of the Seller Disclosure Letter (the “Excluded Employees”), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer which schedule shall provide other employee benefits be updated not earlier than ten Business Days prior to the Transferred Closing Date, and (ii) any Property Employees on terms and conditions comparable to those provided to similarly situated employees named in Part II of BuyerSection 6.5.1 of the Seller Disclosure Letter (the “Specified Employees”). All such offers of employment made by Buyer to Represented Employees shall be on terms and conditions that comply with the terms of the Collective Bargaining Agreements (including, without limitation, the seniority provisions therein). The Property Employees who accept Buyer’s offers of employment shall commence employment with Buyer effective as of the Closing Date and are herein collectively referred to as the “Transferred Employees.” Property Employees who (i) are not Transferred Employees, whether or not offered employment by Buyer, (ii) Excluded Employees, or (iii) Specified Employees, are herein referred to as “Retained Employees.” At least one Business Day prior to making offers of employment to Property Employees pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. paragraph, Buyer shall notify the Seller advise Seller, in writing writing, of the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with BuyerProperty Employees to receive such offers. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following Following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after be responsible for the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active continued employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)any Excluded Employees.

Employee Matters. (a) On (i) Seller shall cause all Business Employees who are not Sale Entity Employees or before TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date; (ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (15) Business Days prior to the completion of individual elements of Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre- employment screening processes, including with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-Closing Employer; provided that with respect to any Business Employee who, as of the Closing Date, Buyer will give offers is not active and is receiving wage replacement benefits (except as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to each active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee identified would have received if such employee had been on Schedule 6.08(a) Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (other than including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees who are not actively employed due to short-term disabilityBuyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, workers compensation leave or approved leave with Buyer reimbursing Seller for the costs of absencecontinuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, exclusive of long-term disability (collectively, any references in this Section 5.6 to the “LOA Employees”Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the leasing period. Buyer shall cause each Business Employee to complete a USCIS Form I-9 at the time of employment with Post-Closing Employer. (b) and Non-Offer Employees. During the period commencing Commencing on the Closing Date and ending on continuing through the date which that is twelve twenty-four (1224) months after following the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date“Continuation Period”), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).subject to

Employee Matters. (a) On or before Prior to the Closing Datedate hereof and in consultation with Seller, Buyer will give offers or one of its Subsidiaries has entered a retention agreement with, and Buyer has or has caused one of its Subsidiaries to offer employment to each employee identified the employees of Seller or its Subsidiaries set forth on Schedule 6.08(a7.5(a)(i) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Key Offered Employees”) and Non-Offer Employees. During the period commencing on the Closing Date such employees have accepted such retention agreements and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date)offers, Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal subject to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Prior to the Closing and consistent with Section 7.5(b), Buyer shall notify will, or will cause one of its Subsidiaries to, offer employment to the additional employees of Seller and its Subsidiaries who are listed on Schedule 7.5(a)(ii) whose employment with Buyer or one of its Subsidiaries will commence in writing accordance with the names terms of the employees identified on Schedule 6.08(a) who have accepted offers of employment Transition Services Agreement (the “Additional Offered Employees”, together with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a the Key Offered Employees, the “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer EmployeeOffered Employees”). If The employment of the Key Offered Employees with Buyer determines that an employee is or its applicable Subsidiary shall commence at Closing. In no event shall Buyer decline to make offers to a Nonsufficient number of Offered Employees so as to trigger the WARN Act or any equivalent state mini-Offer Employee, Buyer will promptly notify the WARN Law. Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment cooperate with each other to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after facilitate and comply with the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes provisions of this Section 6.08)7.5. Buyer or one of its Subsidiaries shall assume and honor the non-immigrant and immigrant visas and visa petitions of any Offered Employees who are subject to a visa, including any reporting requirements triggered by this Agreement. Nothing express or implied in this Agreement shall obligate Buyer to continue the employment of any Transferred Employee for any specific period of time. Buyer and its Affiliates will be solely responsible for satisfying the continuation coverage complying with the requirements of Section 4980B of the Code for any Transferred Employees who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9.

Employee Matters. (a) On or before As of the Closing Date, Buyer will give offers the Sellers shall terminate all of their employees at the Facilities (except those two employees whose employment to each employee identified on Schedule 6.08(aContracts are being assumed as set forth in (i) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Dateimmediately hereafter), and Buyer shall provide each Transferred Employee with a level of base salary, except as (i) assume the two employment Contracts set forth on Schedule 6.08(a), or hourly wage at least equal 1.1(i) and (ii) offer to that in effect hire substantially all such other employees commencing as of October 27, 2017 as previously disclosed the Closing Date at compensation levels consistent with those being provided by the Sellers immediately prior to Buyerthe Closing Date. Buyer shall provide other employee benefits a list to the Transferred Employees on terms and conditions comparable Sellers at least ten (10) days prior to those provided to similarly situated Closing of all employees of Buyerthe Sellers that Buyer does not intend to hire, if any. All The offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned subject to reasonable and satisfactory job performance by each individual, and no such offer will alter the status of any "at will" employee. Nothing herein shall be deemed to affect or limit in all respects on 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. Within the occurrence period of ninety (90) days before the Closing, the Sellers shall not, and within the ninety (90) days following the Closing, Buyer 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 Workers Adjustment Retraining and Notification Act (the "WARN ACT"). With respect to terminations of employees following the Closing. , Buyer shall notify be responsible for any notification required under the Seller in writing WARN Act. To the names extent Buyer fails to provide proper WARN Act notice (as and if required) Buyer shall be responsible for payments due affected employees under the WARN Act. In respect of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer, it shall provide such employees with employee benefits consistent with the benefits generally offered to employees of Affiliates of Buyer pursuant in the same geographic area as the Facilities and, to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time extent the Sellers have qualified retirement programs for all Transferred Employees (except as described below). Notwithstanding the foregoingsuch employees, Buyer shall not be required to make an offer recognize the existing seniority of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that all such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law employees for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer benefits purposes and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including provide credit under such plans for purposes of this Section 6.08determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, however, that 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 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 benefit plans of the Sellers.

Employee Matters. Purchaser shall extend to those employees of the Business set forth on Schedule 6.3(a) (athe “Employees”), an offer of employment in a position that is comparable to such Employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment, and authority) On on the terms set forth in this Section 6.3 (“Transfer Offer”) that, if accepted, shall become effective immediately upon the Closing. Employees who accept such Transfer Offers and begin employment with Purchaser in accordance with this Section 6.3(a) shall be referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or before guarantee by Seller or any of its Affiliates that any or all of the Employees will accept the offer of employment from Purchaser or will continue in employment with Purchaser following the Closing. 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 Closing, each Transferred Employee shall cease to be an employee of Seller and its Affiliates and shall cease to be an active participant in any Seller Plan. Seller intends that for purposes of any Seller Plan providing severance or termination benefits, or any comparable plan, program, policy, agreement or arrangement of Seller or any of its Affiliates, the transactions contemplated by this Agreement shall not constitute a termination of employment of any Transferred Employee prior to or upon the consummation of such transactions. For a period of one (1) year from and after the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer Purchaser shall provide each Transferred Employee with a level of (i) base salary, except as set forth on Schedule 6.08(a), or hourly compensation/wage at least equal rate that is no lower than that provided to that in effect such Transferred Employee as of October 27, 2017 the date hereof; (ii) short-term cash bonus opportunity that is no less favorable than that provided to such Transferred Employee as previously disclosed to Buyer. Buyer shall provide of the date hereof; and (iii) other employee benefits to (other than equity incentive, retention or change in control arrangements) that are substantially comparable in the Transferred Employees on terms and conditions comparable aggregate to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify under the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective Plans as of the Effective Time for all date hereof. For purposes of eligibility, determining level of benefits, vacation and paid time off accrual, and vesting (other than vesting of future equity awards) under the benefit plans and programs maintained by Purchaser or any of its Affiliates and providing compensation or benefits to Transferred Employees after the Closing Date (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer EmployeePurchaser Plans”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the each Transferred Employee shall be credited with his or her years of service with Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following and its Affiliates before the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior except to the commencement extent such credit would result in a duplication of active employment for all purposes (including for purposes benefits. Without limiting the generality of any other provision of this Section 6.08).Agreement:

Employee Matters. (a) On (i) Seller shall cause all Business Employees who are not Sale Entity Employees or before TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date;(ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-employment screening processes, including with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-Closing Employer; provided that with respect to any Business Employee who, as of the Closing Date, Buyer will give offers is not active and is receiving wage replacement benefits (except as provided in Section 5.6(s) with respect to workers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to each employee identified on Schedule 6.08(a) active employment, provided such return to employment occurs within six (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (126) months after the Closing Date (or Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date)employees are paid severance by Seller, Buyer shall provide each Transferred Employee with a level reimburse Seller for the lesser of base salary, except as set forth (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below)Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the leasing period. Buyer shall not be required cause each Business Employee to make an offer complete a USCIS Form I-9 at the time of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Nonwith Post-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Employer.

Employee Matters. (a) On Buyer shall, on or before the Closing Date, offer to employ Kevin Lunau, Christopher Pixxxx xxx xx lexxx xxxxxxx-xxxx percent (75%) of the remaining employees of Seller, excluding any employees of TMI or USORTHO, and excluding John Saringer and Jean-Pierrx Xxxxxxxxxxx, empxxxxx xx xxx Xxxxxxx Date (the "Retained Employees") on terms and conditions of employment including without limitation, salary, benefits, position and responsibilities, which are no less favorable than those paid to and/or enjoyed by such Retained Employees on the 14 Closing Date. Without limiting the generality of the foregoing, the Buyer will give offers of not offer employment to each employee identified on Schedule 6.08(aeither John Saringer or Jean-Pierrx Xxxxxxxxxxr. Txx Xxxxx xxxxx xxxxxxx, within fifteen (15) (other than those days after the date of signing of this Agreement, to the Seller a list identifying the Retained Employees, failing which the Retained Employees shall consist of all employees who are not actively of the Seller employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on Date. Buyer shall recognize the date which is twelve period of employment of the Retained Employees who accept the Buyer's offer of employment (12the "Accepting Employees") months after with Seller up to the Closing Date (or for all purposes as if such shorter period as the applicable Transferred Employee remains continuously employed service had occurred with Buyer. Buyer agrees to assume all liabilities associated with the Retained Employees including, without limitation, payment of any Accrued Employee Benefits (as hereinafter defined) and all costs incurred in connection with the termination or lay-off of any such employee, and Buyer shall indemnify and its Affiliates save harmless Seller in respect of such assumed liabilities. Seller and Buyer shall cooperate to provide an orderly transfer for accrued employee vacation and sick leave benefits (the "Accrued Employee Benefits") from Seller to Buyer in order to preserve the benefits available to the Retained Employees. Seller shall prepare a comprehensive list of such Accrued Employee Benefits by employee as of the date ten (10) days prior to the Closing Date), Buyer shall provide each Transferred value such Accrued Employee with a level Benefits at the rates of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that pay in effect as of October 27such date, 2017 as previously disclosed to Buyer. and shall pay Buyer shall provide other employee benefits at the Closing cash equal to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees value of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence such Accrued Employee Benefits, for that portion of the Closing. Buyer shall notify Accrued Employee Benefits not already provided for in the Seller in writing December 1996 Statements or the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred EmployeeBusiness Plan.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On Buyer intends to offer, or before cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the Closing Daterecommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, such employment to commence as contemplated in accordance with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer will give and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Additional Employees”) and Non-Offer Employees). During The Selling Parties agree that if any of the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (Additional Employees are covered by employee benefit plans or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and programs of Parent or any of its Affiliates from other than Seller Plans, the Closing Date), Buyer Selling Parties shall provide each Transferred Employee Buyer with a level copies of base salary, except such plans or programs as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect promptly as of October 27, 2017 as previously disclosed to Buyerpracticable after such Additional Employees are identified. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All Any such offers of employment made by the Buyer pursuant to this Section 6.08(a) will an Additional Employee shall be conditioned in all respects on at least the occurrence same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the ClosingAdditional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify the Seller in writing Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer prior to the employees identified on Schedule 6.08(aClosing Date and in no event more than fifteen (15) who have accepted offers days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment with Buyer. Each such Person who becomes employed is made by Buyer pursuant to this Section 6.08(a) is or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred to herein as a “Transferred EmployeeEmployees.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before Effective as of the Closing Date, Buyer will give offers shall (or shall cause one of its Affiliates to), as the case may be, (x) employ each Seller Business Employee whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law on terms and conditions that comply in all material respects with Applicable Law, or (y) not later than seven days prior to the Closing Date, make an offer of employment to each employee identified on Schedule 6.08(a) Seller Business Employee whose employment does not continue with Buyer or any of its Affiliates by operation of Applicable Law (other than those employees any such employee who are not actively employed due to shortis then on long-term disability, workers compensation leave or approved leave of absenceunless under Applicable Law such offer is required to be made to such employee at such time), exclusive of in each case, such offer to be contingent on, and effective as of, the Closing. If a Seller Business Employee to whom Buyer did not offer employment under the foregoing clause (y) solely due to such employee’s being on long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) returns to active service with Seller or one of its Affiliates within six months after following the Closing Date (or such shorter period later date as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Dateis required by Applicable Law), Buyer shall (or shall cause one of its Affiliates to) make an offer of employment to such Seller Business Employee not later than the later of seven days prior to the date that such employee is scheduled to return to active service with Seller or one of its Affiliates or seven days following the date Seller notifies Buyer of such scheduled return to active service, provided that Seller shall notify Buyer as soon as practicable prior to such scheduled return to active service (such scheduled return date, the “Leave Return Date”). To the extent permitted under Applicable Law, such offers of employment shall provide each Transferred that any Seller Business Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal who does not expressly reject such offer in writing shall be deemed to that in effect accept such offer as of October 27the Closing Date or the Leave Return Date, 2017 as previously disclosed the case may be. Seller and Buyer shall (or shall cause one of their respective Affiliates to) provide to Buyerthe Seller Business Employees all information required under Applicable Law in connection with any offers of employment or transfers of employment by operation of Applicable Law contemplated by this Section 9.01(a). Any offer of employment required to be made by Buyer (or one of its Affiliates) pursuant to this Section 9.01(a) shall be on terms that are in compliance in all material respects with this Section 9.01(a) and Applicable Law. Buyer shall provide other employee benefits Seller with a reasonable advance opportunity to review the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers forms of employment made by offers which Buyer pursuant to makes under this Section 6.08(a9.01(a) will be conditioned and shall consider in all respects on the occurrence good faith any comments of the ClosingSeller to such forms. Buyer shall notify the Each Seller in writing the names of the employees identified on Schedule 6.08(aBusiness Employee (1) who have accepted offers accepts (or is deemed to accept) such offer of employment with Buyer. Each Buyer or one of its Affiliates (and, where required by Applicable Law, executes all documents necessary to effectuate such Person transfer of employment) and commences such employment with Buyer or one of its Affiliates or (2) whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law and who becomes employed by Buyer pursuant does not object to this Section 6.08(a) such continuation of employment in accordance with Applicable Law is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Continuing Employee”). If Buyer determines that an employee is For a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period of 12 months following the Closing Date, Buyer shall, and shall cause its Affiliates to, provide to each Continuing Employee who remains employed by Buyer or one of its Affiliates (i) a base salary or wage rate that is not less than that provided to such longer period Continuing Employee immediately prior to the Closing, (ii) severance benefits that are no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date and (iii) other compensation and benefits that are substantially comparable in the aggregate to those provided by Seller and its Affiliates to such Continuing Employee immediately prior to the Closing Date (excluding equity or equity-based compensation, deferred compensation, retiree health or welfare benefits and participation in a defined benefit pension plan). Except as might be required prohibited by Applicable Law (it being understood that Buyer shall have no liability to Seller or its Affiliates hereunder for Damages incurred as a result of Buyer’s failure to perform its obligations under this Section 9.01(a) due to Seller’s failure or refusal to provide Buyer with all information reasonably necessary to permit Buyer to perform such LOA Employee’s return to workobligations), Seller shall promptly inform provide Buyer with all information reasonably necessary to permit Buyer to perform its obligations under this Section 9.01(a), including such information as may be reasonably requested by Buyer following the Closing, and Seller’s agreement to provide such information shall survive the Closing for so long as Buyer remains obligated to perform under this Article 9. Except as otherwise provided in this Agreement, Buyer shall, and shall cause its Affiliates to, cause any employee benefit plans, arrangements or policies (including, without limitation, any plan, arrangement or policy required by or maintained pursuant to any Applicable Law) in which any of the Continuing Employees participate following the Closing Date (collectively, the “Buyer Plans”) to recognize the service of each LOA Employee’s return Continuing Employee for purposes of vesting, eligibility and benefit entitlement to work and Buyer shall offer employment to each LOA the same extent such service was recognized by an Employee upon his return from short-term disability or approved leave Plan as of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller immediately prior to the commencement of active employment for all purposes Closing (including other than (i) for purposes of this Section 6.08benefit accrual under any defined benefit pension plan or retiree health or welfare benefit plan, except to the extent that such benefit accrual is required to be recognized under Applicable Law, or (ii) to the extent such service credit would result in a duplication of benefits).

Employee Matters. (a) On Immediately following execution of this Agreement, Trican Parent and Seller Companies shall, subject to the restrictions in Section 6.3, provide Buyer Companies access to the Business Employees for the purposes of discussing employment with Buyer or before one of its Affiliates. Buyer shall, or Xxxxx Parent shall cause Buyer or one of its Affiliates to, promptly engage in such discussions and make written offers of employment as promptly as practicable after the date hereof and in all cases no later than 45 days after the date of this Agreement with such offers to be effective concurrently with the time of Closing, but subject to the Closing Date, having occurred. Buyer shall designate in writing the Business Employees to whom Buyer or one of its Affiliates will give make an offer of employment to Trican Parent as promptly as practicable after the date hereof and in all cases no later than 45 days after the date of this Agreement (the “Designated Employees”). Such offers of employment to each employee identified on Schedule 6.08(a) the Designated Employees shall be made in a manner that complies with applicable Law (other than those employees who are not actively employed due to shortincluding anti-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”discrimination Laws) and Non-Offer Employees. During the period commencing on the Closing Date shall include offers of compensation and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits that are comparable to the Transferred Employees on terms compensation and conditions comparable to those employee benefits provided to similarly situated employees of Buyerthe Buyer Companies. All offers Designated Employees who accept such offer of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective employment, as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return effective date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active their employment with Buyer and or one of its Affiliates, shall be treated referred to as an employee the “Transferred Employees”. Subject to the consummation of the Transaction, with respect to any Business Employee who is not a Designated Employee and whose employment is involuntarily terminated in connection with the Transaction (“Excluded Employees”), Xxxxx Parent shall, or shall cause Buyer to, following receipt of a written claim from Trican Parent, promptly reimburse Trican Parent, on behalf of the Seller prior to Companies, for the commencement of active employment for all purposes following (including for purposes of this Section 6.08).the “Termination Obligations”):

Employee Matters. (a) On or before During the Pre-Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyPeriod, the Sellers will make the employees of the Companies (“LOA Companies Employees”) reasonably available to the Purchaser to enable the Purchaser to evaluate and Non-determine the Companies Employees to which it will offer employment with the Purchaser effective upon the Closing. With respect to each Companies Employee, either: (i) the Purchaser will provide for employment by the Purchaser of such Companies Employee, effective upon the Closing, on the terms and conditions summarized in an offer letter to be provided by the Purchaser to such Companies Employee at least ten (10) days prior to the Closing (each, an “Offer EmployeesLetter”); or (ii) such Companies Employee’s employment with the Companies will be terminated effective upon the Closing, such Companies Employee will execute and deliver to the Purchaser a separation and release agreement in form satisfactory to the Purchaser (each, a “Separation Agreement”), and the Purchaser will pay, or cause to be paid (including out of the assets of the Companies), to such Companies Employee such severance benefits as such Companies Employee is entitled to receive under such Companies Employee’s Separation Agreement (the “Companies Employees Severance Obligations”). During the period commencing on Pre-Closing Period, the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed Purchaser will reasonably coordinate with the Buyer and Sellers concerning its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee process of communicating with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Companies Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) who will be conditioned offered positions with the Purchaser and those whose employment will be terminated, in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except each case as described below). Notwithstanding in the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes preceding sentence of this Section 6.08).5.6

Employee Matters. (a) On Purchaser shall make an offer of employment commencing as of the Closing Date to each Employee of Sellers (other than those Employees set forth on Schedule 7.1(a)(i)) who is employed in connection with the Business (including any such employee who is absent due to vacation, holiday, illness, leave of absence or before disability) (each a “Business Employee”) (i) in the same or substantially similar job or position and location as in effect immediately prior to the Closing Date, Buyer will give offers (ii) at a salary or wage level and bonus opportunity reasonably comparable to the salary or wage level and bonus opportunity to which they were entitled immediately prior to the Closing Date and (iii) with benefits and other terms and conditions of employment that are reasonably comparable to each the benefits and other terms and conditions received by comparable employees of Purchaser (excluding any equity-based compensation plans). Each such Business Employee who accepts such an offer of employment and signs a restrictive covenant agreement in substantially the form heretofore provided to Sellers by Purchaser shall become an employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing Purchaser on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of If any Transferred Employee is subsequently terminated by Purchaser within the Effective Time for all Transferred Employees six (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day 6) month period following after the Closing Date, or then 42 Purchaser shall make severance payments to such longer period Transferred Employee in an amount that is not less than the amount of severance that such Transferred Employee would have been entitled to receive from Sellers (if such Transferred Employee had been terminated by Sellers as might be required by Law for such LOA Employee’s return to workof the Closing Date); provided, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment however, that with respect to each LOA Business Employee upon his return from short-term disability or approved leave of absence within twenty set forth on Schedule 7.1(a)(ii) (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon“Specified Employees”), the commencement of active employment Sellers shall remain liable (and the Purchaser shall not be liable) for the severance obligations owed to such Specified Employees in the event that the Purchaser terminates any of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(aSpecified Employees within sixty (60) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee days of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Closing Date.

Employee Matters. (a) On Prior to the Closing, the Buyer shall offer, or before cause a Buyer Designee to offer, to employ all Current Employees of the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(aBusiness who: (i) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved then on authorized leave of absence, exclusive of long-sick leave, short or long term disability leave, or military leave (collectively, the “LOA Active Employees”) and Non-Offer Employees. During the period with employment commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names ; and (ii) are then on authorized leave of the employees identified on Schedule 6.08(aabsence, sick leave, short or long term disability leave, or military leave and who return to active employment immediately following such absence and within six (6) who have accepted offers months of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period later date as might be required by Law for such LOA Employee’s return to workunder applicable Laws (“Inactive Employees”) with employment (the “Return Deadline”). For purposes of this Agreement, Seller shall promptly inform Buyer of each LOA Employee’s return to work Active Employee and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Inactive Employee who receives and such an offer of employment shall be referred to as an “Offeree”. At least ten (10) days prior to the Closing Date, the Buyer will provide the Seller with a schedule setting forth a list of the names of all Offerees. Each Offeree who accepts an offer of employment from Buyer pursuant and actually commences employment on the applicable Employment Commencement Date is hereinafter referred to this Section 6.08(aas a “Transferred Employee” and the “Employment Commencement Date” as referred to herein shall mean (x) shall become a as to those Transferred Employees who are Active Employees, the Closing Date, and (y) as to those Transferred Employees who are Inactive Employees, the date that is on or prior to the Return Deadline, on which the Transferred Employee effective upon the commencement of such LOA Employee’s active begins employment with Buyer and shall be treated as or a Buyer Designee. For the avoidance of doubt, if an employee of the Seller Inactive Employee does not return to active employment on or prior to the commencement Return Deadline, Buyer and its Affiliates shall have no obligation to offer employment to such Inactive Employee and none of active employment for all purposes Buyer or any of its Affiliates shall have any liability with respect to such Inactive Employee. The Buyer hereby agrees to provide, or cause one of the Buyer Designee to provide, each Transferred Employee during the one (1) year period immediately following the Closing Date or, if earlier, until such Transferred Employee ceases to provide services to the Buyer or any of its Affiliates, (i) base salary or other base cash compensation or wages that is not less than the base salary or other base cash compensation or wages provided to such Transferred Employee immediately prior to the Closing Date, and (ii) other employee benefits (including periodic (whether annual or otherwise) cash incentive compensation opportunities) that are substantially comparable in the aggregate to the other employee benefits (including periodic (whether annual or otherwise) cash incentive compensation opportunities) provided to such Transferred Employee by the Selling Entities immediately prior to the Closing Date; provided that, for purposes of this the foregoing comparison, equity or equity-based compensation, retention bonuses, transaction bonuses, change in control bonuses, severance plan, and eligibility to participate in any defined benefit pension plan, retiree medical plan and/or deferred compensation plan shall be excluded. Buyer acknowledges and agrees that Buyer shall be exclusively liable for any claims related to discrimination that arise solely from Buyer’s actions taken in selecting any Offerees. The Parties agree that no Transferred Employee shall have, or be deemed to have, experienced a “separation from service” within the meaning of Section 6.08)409A of the Code.

Employee Matters. (a) On or before the date selected by Buyer, which date shall be within five Business Days after the Closing Date (the “Transition Date”), the Buyer will give shall, or shall cause one of its Affiliates to, extend offers of employment to each employee identified of the Business listed on Schedule 6.08(a5.9 of the Seller Disclosure Letter (“Business Employee”) who is actively at work as of the Closing Date, which offers shall be subject to Buyer’s customary and generally applicable conditions of employment (other than those all such employees who accept the Buyer’s offer of employment are referred to as the “Transferring Employees”). Subject to the requirements of applicable Law, Seller will deliver such other employee information regarding the Business Employees as may be reasonably requested by Buyer at Closing. For purposes of this Agreement, any Business Employee who is not actively employed at work on the Closing Date due to a short-term absence (including due to vacation, holiday, jury duty, illness, authorized short-term leave of absence or short-term disability) shall be deemed to be “actively at work”; provided, workers compensation leave or approved that any such individuals that are on authorized short-term leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (absence or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved shall not be deemed to constitute “Transferring Employees” until such time as they return to active employment and accept the Buyer’s offer of employment. The Company shall terminate the employment of all Transferring Employees immediately prior to the Transition Date, provided, that the Company shall terminate the employment of any Business Employee who at Closing is on a short-term leave of absence within twenty (20) Business Days after the return date of each LOA Employee from or short-term disability or an approved leave of absence, but effective as of, and conditioned upon, who subsequently becomes a Transferring Employee no later than the commencement of active employment of date such LOA Employee. A LOA Transferring Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s commences active employment with the Buyer. Buyer and shall be treated as an employee will reimburse Seller at a fixed rate per day for each day during the Transition Date pursuant to the terms of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Transition Services Agreement.

Employee Matters. (a) On or before Schedule 6.15(a) of the Closing Date, Buyer will give offers Disclosure Schedules lists employees of employment BKEP Management Inc. (“Seller Management Co.”) who provide services primarily to each employee identified on Schedule 6.08(a) the Company as of the date hereof (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Business Employees”) and Non-Offer Employees. During Schedule 6.15(b)(i) of the period commencing on Disclosure Schedules lists employees of Seller Management Co. who provide other services to the Closing Date and ending on Company as of the date which is twelve hereof (12) months after the Closing Date “Ancillary Business Employees”), and with respect to each Business Employee and Ancillary Business Employee, sets forth his or her name, title or position, date of hire (or service crediting date if different), base annual salary or hourly wage rate, and commission, bonus and cash incentive entitlements. No later than 14 days prior to the Closing, the Buyer shall cause Enbridge Employee Service Inc. (“EESI”), to extend offers to hire at least thirteen (13) of the Business Employees and may extend offers to hire any of the Ancillary Business Employees that the Buyer determines in its sole discretion, subject to compliance with applicable Law (each such shorter period as the applicable Transferred Business Employee remains continuously employed and Ancillary Business Employee who accepts such offer shall when they actually commence employment with the Buyer or its Affiliates, during or at the end of the Transition Services Agreement, be a “Transferred Employee”). Buyer and its Affiliates from may interview one or more of the Closing Date)Business Employees and conduct any such standard employee screening and eligibility procedures with regard to such Business Employees as the Buyer conducts with respect to candidates for employment in the Buyer’s ordinary course of business, and the Seller shall, and shall cause its Affiliates to, provide the Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits reasonable access to the Transferred Business Employees to facilitate any such interviews conducted by or on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence behalf of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On Buyer shall, or before the Closing DateBuyer shall cause one of its Affiliates to, Buyer will give extend offers of employment to each employee identified Seller’s employees set forth on Schedule 6.08(a7.3(a)(i) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Target Employees”) and Non-Offer Schedule 7.3(a)(ii) (the “Key Employees. During ”) (and such offers to Target Employees and Key Employees, the period commencing “Transfer Offers”) that, if accepted, shall become effective on the Closing Date Date. Seller and ending on the officers of Seller shall use reasonable endeavors to encourage Target Employees and Key Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees and Key Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target Employee or Key Employee by Seller as of the date hereof and incentive compensation opportunity which is twelve shall be at least commensurate with the terms of employment of a similarly situated employee currently employed by Buyer. The Transfer Offers shall include such Target Employee’s or Key Employee’s share of the retention incentive program, which shall include base salary increases, sign-on bonuses, performance bonuses, 401(k) contributions and/or other benefits (12) months after the Closing Date (“Retention Plan”), to be established by Buyer in its sole discretion and paid to Transferred Employees following the Closing. The Retention Plan shall have an aggregate value of no less than $6,000,000; provided, that this amount may be reduced by Buyer in an amount substantially consistent with the amounts discussed by Buyer and Seller for each Target Employee and each Key Employee who does not accept a Transfer Offer. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee or such shorter period as the applicable Transferred Key Employee remains remaining continuously employed with by Seller until the Buyer and its Affiliates from end of the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits day prior to the Transferred Closing. Target Employees on terms and conditions comparable to those provided to similarly situated employees or Key Employees who commence employment with Buyer or an Affiliate of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will a Transfer Offer shall be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred EmployeeEmployees.” Employment Nothing in this Section 7.3 or elsewhere in this Agreement shall be construed to create a right in any Target Employee or Key Employee, or in any other employee of Seller, to employment with Buyer shall be effective or any Affiliate of Buyer. Effective as of the Effective Time for Closing, (i) all compensation, including base salary or wages, commissions, bonuses and benefits payable by Seller to or on behalf of the Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law for services performed on or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement Closing, shall be vested and paid or otherwise discharged in full and (ii) the Transferred Employees shall cease all active participation in and accrual of active employment for all purposes (including for purposes of this Section 6.08)benefits under the Employee Plans.

Employee Matters. Refinery Buyer (ain the case of Seller's employees) On and Refinery Buyer or before Pipeline Buyer (in the Closing Datecase of the Company's employees) shall offer in writing, Buyer will give effective as of Closing, employment to all of Seller's and the Company's employees identified in SCHEDULE 9.10(A) (the "Personnel") as of the Closing. The Personnel who accept offers of employment of such Buyer made prior to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period shall hereinafter be referred to as the applicable "Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to BuyerEmployees". Buyer shall provide other employee benefits All employment offers made to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer Personnel pursuant to this Section 6.08(a9.10 shall be made sufficiently in advance of the Closing so as to give the Personnel reasonable time to evaluate the offers (and in no event less than 15 days prior to the Closing Date) will and shall be conditioned Comparable Offers. Buyers shall furnish to Seller copies of such offers made to such Personnel promptly upon delivery thereof to such Personnel. Buyers shall recognize Paper Allied-Industrial, Chemical and Energy Workers International Local Union AFL-CIO-CLC (the "PACE Local 4-202 Union") as the exclusive employees' representative of the Personnel members who are included in each unit of employees covered under the collective bargaining agreements between the PACE Local 4-202 Union and Seller and all respects memoranda of agreement listed on SCHEXXXX 0.0(X) (the occurrence "PACE Local 4-202 Labor Agreements"). Effective as of the Closing. , Refinery Buyer shall notify the Seller in writing the names adopt and assume all of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees Seller's obligations (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails excluding any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines obligations that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller accrued prior to the commencement Closing, except to the extent otherwise expressly provided in this Agreement) under the PACE Local 4-202 Labor Agreements. All obligations of active employment for all purposes Refinery Buyer under this Xxxxxxx 0.10 shall be binding upon any Affiliate of Refinery Buyer who acquires the Facility or any material portion of the Assets at the Closing, and Refinery Buyer shall cause any Affiliate of Refinery Buyer who acquires the Facility or a material portion of the Assets (including for purposes whether from Refinery Buyer or a successor or assign of this Section 6.08)Refinery Buyer) at the Closing to expressly assume and agree to perform such obligations and to make Seller an express third party beneficiary of such assumption and agreement.

Employee Matters. (a) On or before At least ten (10) Business Days prior to the Closing Date, Buyer will give Acquiror or the Post-Closing Employer, as applicable, shall make offers of employment to each employee identified those Business Employees it determines in its sole discretion, whose names are set forth on Schedule 6.08(aSection 5.12(a) (other than those employees who are not actively employed due of the Acquiror Disclosure Schedules, as may be updated by Acquiror or the Post-Closing Employer, as applicable, prior to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after tenth Business Day preceding the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date“Offered Employees”), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All all such offers of employment made by Buyer pursuant subject to this Section 6.08(athe satisfaction of Acquiror’s drug testing, background check and other customary pre-employment requirements (collectively, “pre-employment requirements”). Each Offered Employee shall have at least three (3) will be conditioned in all respects on Business Days from the occurrence receipt of such an offer to accept or reject the offer of employment, subject to the pre-employment requirements. Offered Employees who accept Acquiror’s offer of employment (and satisfy the pre-employment requirements) shall become employees of Acquiror or the Post-Closing Employer as of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of Closing Date or such later return to active employment (with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is hired Offered Employees referred to herein as a the “Transferred Employee.Employees” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described belowClosing Date or such later return to active employment and subsequent hire date). Notwithstanding the foregoing, Buyer The Company and its Affiliates shall not attempt to influence any such Business Employee not to accept his or her offer of employment from Acquiror, provided that neither the Company nor any of its Affiliated will be required to make an tell a Business Employee that if the Business Employee does not accept his or her offer of employment from Acquiror, he or she will not continue to be employed by Parent or a Subsidiary. The Company and the Member shall permit Acquiror to meet with the Offered Employees to discuss the offers of employment prior to the Closing Date at such times and dates that are mutually agreeable to the Company and Acquiror. Nothing in this Agreement shall affect Acquiror’s or the Post-Closing Employer’s right to terminate the employment of any Transferred Employee at any time on or after the date he or she becomes a Transferred Employee, with or without cause or advance notice. Except as provided in this Section 5.12(a), it is understood and agreed that (i) Acquiror’s intention to extend offers of employment (or have the Post-Closing Employer extend offers of employment) to Offered Employees shall not constitute any commitment, contract, or understanding (expressed or implied) of any obligation on the part of Acquiror or the Post-Closing Employer, as applicable, to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Acquiror or the Post-Closing Employer may establish with particular Transferred Employees, and (ii) unless otherwise agreed upon between Acquiror or Post-Closing Employer and particular Transferred Employees, employment offered by Acquiror or the Post-Closing Employer, as applicable, shall be “at will.” Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Acquiror or the Post-Closing Employer, as applicable, to terminate, reassign, promote, or demote any of the Transferred Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment of such employees. At the request of Member, Acquiror or Post-Closing Employer will condition each offer of employment to an a Business Employee or any other employee whom Buyer is prohibited of Parent or a Subsidiary upon the employee’s waiving any right the employee might have to receive severance payments from hiring Parent or a Subsidiary. For the avoidance of doubt, none of Acquiror or the Post-Closing Employer or the Company shall be responsible for any severance amounts paid or payable by applicable Law Parent or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment its Affiliates in connection with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer termination of employment from Buyer pursuant to the Parent or any of its Affiliates in connection with this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)transaction or otherwise.

Employee Matters. (a) On or before Effective as of the Closing Date, Buyer will give offers Parent shall terminate or use its commercially reasonable efforts to cause the Sellers to terminate the employment of employment to each employee identified all of the Active Employees listed on the attached Section 6.11(a)(1)(A) of the Disclosure Schedule 6.08(a) (other than those employees who are not actively employed due TUPE Employees (the “Closing Hire Employees”), and effective as of the date that is ninety (90) days following the Closing Date (the “Transition Date”), Parent shall terminate or use its commercially reasonable efforts to short-term disabilitycause the Sellers to terminate the employment of all of the Active Employees listed on the attached Section 6.11(a)(1)(B) of the Disclosure Schedule who are not TUPE Employees (the “Transition Hire Employees” and, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelytogether with the Closing Hire Employees, the “LOA Hire Employees”) and Non-Offer Employees). During the period commencing on The Buyer shall offer employment to all Closing Hire Employees effective as of the Closing Date and ending to all Transition Hire Employees effective as of the Transition Date. All of the Non-Active Employees listed on Section 6.11(a)(2) of the date which is twelve (12) months after Disclosure Schedule who are not TUPE Employees shall be offered employment by the Buyer if they return to active work within 180 days of the Closing Date (or such shorter period later time as required under any applicable Law, in each case. Such list also identifies separately those UK employees whose employment will transfer automatically to the applicable Transferred Buyer by operation of TUPE (the “TUPE Employees”). To the extent that the employment of a TUPE Employee remains continuously employed does not transfer automatically by operation of law to the Buyer for any reason, such individual shall be deemed to be a Closing Hire Employee who is not a TUPE Employee, except for the purposes of Section 6.11(g)(v) below. Each Hire Employee who accepts employment with the Buyer and its Affiliates from as of the Closing Date or the Transition Date), Buyer shall provide as applicable, and each Transferred Non-Active Employee with who is not a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal TUPE Employee who returns to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms work and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of accepts employment with Buyer. Each such Person who becomes employed by the Buyer pursuant to on a later date in accordance with this Section 6.08(a) is section shall be referred to herein as a “Transferred Employee.” Employment with ”. During the Continuation Period (or, if earlier, until the termination of employment of the relevant Transferred Employee), the Buyer shall provide, or cause to be effective provided, to each Transferred Employee (i) base salary, non-equity based bonus, severance and other incentive compensation opportunities that are no less favorable, in the aggregate, to those provided to such Transferred Employee immediately prior to the PRN Closing and (ii) employee benefits (which, for the avoidance of doubt, shall not include any equity-based benefits) that are either, in Buyer’s sole discretion, comparable, in the aggregate, to those provided to such Transferred Employee immediately prior to the PRN Closing or the same as those provided to the Buyer’s existing employees in the United States. Notwithstanding anything to the contrary contained herein, the Buyer shall pay, in the manner and at the time paid in past practice, all bonuses payable to Transferred Employees and TUPE Employees for services performed on or prior to the Closing Date to the extent accrued as a Current Liability on the Closing Working Capital Statement. Notwithstanding the foregoing in this Section 6.11 or any other provision of this Agreement, with respect to any United States Business Employee who is receiving or has satisfied the conditions to receive short-term or long-term disability or workers’ compensation benefits as of the Effective Time for all Transferred Employees date hereof, each of whom is identified on Section 6.11 of the Disclosure Schedule (except each, an “STD Employee”), if such STD Employee returns to active service within six months following the Closing Date or at such other later time as described below). Notwithstanding required by applicable Law, the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening such STD Employee that satisfies the conditions of this Section 6.11, and testing policies if such STD Employee accepts such offer of Buyer (employment, such STD Employee shall be a “Non-Offer Employee”)Transferred Employee for all purposes of this Agreement. If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and The Buyer shall offer employment to each LOA Employee upon his return from reimburse the Sellers for the cost of short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior workers’ compensation coverage provided to the commencement STD Employees and all out-of-pocket employment termination costs, if any, incurred by the Sellers or any of active employment for all purposes (including for purposes of this Section 6.08)their Affiliates with respect to any STD Employee.

Employee Matters. (a) On or before Effective as of the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyClosing, the “LOA Employees”) Acquirors shall offer to employ on an at-will basis each of the primary-care business unit field sales force and Non-Offer Employees. During management personnel and internal Elan personnel dedicated to the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date)Businesses, Buyer shall provide in each Transferred Employee with a level of base salary, except case as set forth on Schedule 6.08(a)8.10 of the Elan Disclosure Schedule (collectively, the "Employees") who is actively employed as of the Closing, in each case with substantially the same responsibilities and duties and at a total base salary plus target bonus opportunity or hourly wage at least equal rate not less than the total base salary plus target bonus opportunity or hourly rate then applicable to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits such Employee immediately prior to the Transferred Employees on terms and conditions comparable Closing, with such employment to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence commence as of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted Such offers of employment with Buyershall be delivered to applicable Employees prior to the Closing. Each such Person who becomes employed by Buyer pursuant to For purposes of this Section 6.08(a) is referred to herein 8.10(a), an Employee will be treated as a “Transferred Employee.” Employment with Buyer shall be effective "actively employed" if as of the Effective Time for all Transferred Employees Closing such person is actively at work, or on vacation, holiday, jury duty, military leave, sick leave (except not including short-term or long-term disability) or bereavement leave. In addition, each Employee who as described belowof the Closing is not actively employed but is on an approved leave of absence (other than long-term disability), and who within 120 days following the Closing presents himself or herself to the Acquirors as ready to commence active employment with the Acquirors, shall at such time also be offered employment on an at-will basis on the terms set forth above. Notwithstanding the foregoing, Buyer The Acquirors shall not be required to make an offer to employ any Employee who (i) is on long-term disability as of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from (ii) is on short-term disability or approved leave as of absence within twenty (20) Business Days after the return date of each LOA Employee from shortClosing and goes on long-term disability or an approved leave prior to returning to active employment with the Elan Companies. Except as specifically provided in this Section 8.10(a), Acquirors shall determine in their sole discretion the terms and conditions of absence, but effective employment to be offered to Employees. Effective as of, and conditioned uponof the Closing, the commencement of active Elan Companies shall terminate the employment of such LOA Employee. A LOA each Employee who receives and accepts an offer of employment from Buyer pursuant to the Acquirors in accordance with this Section 6.08(a) shall become 8.10(a). Each Employee who becomes employed by the Acquirors is herein referred to as a Transferred Employee effective upon the commencement of such LOA "Hired Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)".

Employee Matters. (a) On or before Between the date hereof and the Closing Date, Buyer will give shall make offers of employment, effective as of the Closing Date, to all Property Employees, excluding any Property Employees on leave from employment or on short or long term disability leave each of whom is separately identified on Section 7.5(a) of the Seller Disclosure Letter (the “Excluded Employees”), which schedule shall be updated not earlier than ten (10) Business Days prior to the Closing Date); provided that Buyer shall make offers of employment to each employee identified on Schedule 6.08(athe Excluded Employees if such Excluded Employees return to work at the Property within one (1) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave year of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or with such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal offers to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Nonrepresented Employees being on terms and conditions of employment comparable to the terms and conditions of employment as those provided to similarly situated employees of Buyer and its Affiliates immediately prior to the Closing Date, and with such offers to Represented Employees being on terms and conditions of employment identical to the terms and conditions of employment under the Collective Bargaining Agreements in effect as of the Closing Date), other than the Property Employees that are set forth on Section 7.5(a) of the Seller Disclosure Letter. The Property Employees who accept Buyer. All ’s offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of commence employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Closing Date (or such later date that any Excluded Employee commences employment in accordance with this Section 7.5(a)) and are herein collectively referred to as the “Transferred Employees.” Property Employees who (except as described below). Notwithstanding the foregoingi) are not Transferred Employees, Buyer shall whether or not be required to make an offer offered employment by Buyer, or (ii) are listed on Section 7.5(a)(ii) of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Disclosure Letter are herein referred to as “Retained Employees.” Subject to Section 7.5(f), nothing herein shall restrict Buyer from terminating the employment, for any reason, of any Transferred Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before Between the date hereof and the Closing Date, Buyer will give shall make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disabilityemployment, workers compensation leave or approved leave effective as of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee to all Property Employees (with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal such offers to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Nonrepresented Employees being on terms and conditions of employment comparable to the terms and conditions of employment as those provided to similarly situated employees of Buyer. All Buyer and its Affiliates immediately prior to the Closing Date, and with the such offers to Represented Employees being on terms and conditions of employment made by Buyer pursuant identical to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers terms and conditions of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective under the Collective Bargaining Agreement in effect as of the Effective Time for Closing Date), other than the Property Employees that are set forth on Section 7.4(a) of the Seller Disclosure Letter; provided, however, that (i) Buyer, in its sole discretion, may interview any or all Transferred Nonrepresented Employees within the thirty (except as described below). Notwithstanding 30) day period prior to the foregoingClosing Date, Buyer and (ii) Buyer, in its sole discretion and consistent with applicable Law, shall not be required to make an offer offers of employment to an employee whom any Nonrepresented Employees that are identified by Buyer is prohibited from hiring and communicated to Seller at least fourteen (14 days) prior to the Closing Date. The Property Employees who accept Buyer’s offers of employment shall commence employment with Buyer effective as of the Closing Date and are hereinafter collectively referred to as the “Transferred Employees.” Property Employees who (i) are not Transferred Employees, whether or not offered employment by applicable Law Buyer or who otherwise fails any applicable screening and testing policies (ii) are listed on Section 7.4(a) of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Disclosure Letter are herein referred to as “Retained Employees”. Subject to Section 7.4(f), nothing herein shall restrict Buyer from terminating the employment, for any reason, of any Transferred Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or At least 10 Business Days before the Closing DateClosing, Buyer will give offers Purchaser, shall extend a written offer of employment employment, the form of which Sellers shall have been given an advance copy (“Transfer Offer”) to each employee identified certain of the employees set forth on Schedule 6.08(a3.14(a)(i) (other which Schedule 3.14(a)(i) shall be updated by Sellers prior to the Closing to reflect employment hires and terminations (in accordance with the terms of this Agreement) in the time since such schedule was originally provided to Purchaser), which employees shall be specified in a list to be provided by Purchaser to Sellers no later than those the date of the Auction (as defined in the Bidding Procedures Order) and which shall include at least 95% of the employees who are not actively employed due to shortof Sellers and Non-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability Debtors based solely on Schedule 3.14(a)(i) (collectively, the “LOA Employees”); provided that, with respect to any Employees that are on short-term or long-term disability or other leave of absence other than vacation, short-term (one week or less) and Non-Offer Employees. During the period commencing on paid sick leave, or other paid time off as of the Closing Date and ending on the date which (“Inactive Employees”), Purchaser shall make a Transfer Offer if such Inactive Employee is twelve (12) available to work within six months after of the Closing Date (or any later period required under applicable Law). Employees who accept such shorter period as the applicable Transferred Employee remains continuously employed Transfer Offers and begin employment with the Buyer and its Affiliates from Purchaser effective after the Closing Date), Buyer shall provide each Transferred Employee in accordance with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a6.3(a) will shall be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment Employees”. Purchaser shall notify Sellers in a reasonable timeframe (but in any event within three Business Days of receiving a response from the applicable employee and no later than immediately prior to the Closing) with Buyer respect to whether each such offer has been accepted or rejected. Nothing herein shall be effective construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all of the employees of Sellers or Non-Debtors will accept the Transfer Offer or will continue in employment with Purchaser following the Closing for any period of time. Sellers and Purchaser shall, and Sellers shall cause the Non-Debtors to, cooperate in good faith to carry out all necessary actions to effect the timely transfer of employment from Sellers or Non-Debtors, as applicable, to Purchaser of each such Transferred Employee who has accepted a Transfer Offer. Effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingClosing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall cease to be treated as an employee of the each Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)or their respective Affiliates.

Employee Matters. (a) On or before Offers of Employment. Schedule 5.4(a) sets forth the Closing Date, Employees (the “Potential Employees”). Buyer will give shall make formal offers of employment to each employee identified on Schedule 6.08(a) (other the Potential Employees no later than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after next-following the Closing Date (the “Offer Date”), with such offers to remain open until the close of business, Dallas, TX local time, on Monday, January 26, 2015. Each such offer of employment shall provide for employment (i) at a base salary or wage rate that is no less than the base salary or wage rate, as applicable, provided to such shorter period as the applicable Transferred Potential Employee remains continuously employed with the Buyer and its Affiliates from immediately prior to the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a)in a schedule previously provided to Buyer in folder VIII in the virtual data room, or hourly wage (ii) at least equal an annual cash bonus incentive opportunity that is no less favorable than that provided to that such Potential Employee by Sellers for calendar year 2014 as set forth in effect a schedule previously provided to Buyer in folder VIII in the virtual data room and (iii) in a position reasonably commensurate with such Potential Employee’s skill set as of October 27, 2017 as previously disclosed determined by Buyer in good faith. The Sellers shall cooperate with and use their commercially reasonable efforts to make such Potential Employees accessible to Buyer. Buyer shall provide other employee benefits With respect to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers each Employee that accepts an offer of employment with BuyerBuyer or its Affiliates, whether upon or following the Closing, the Sellers shall terminate for all purposes (including under all Seller Plans) the employment of each such Employee, effective (i) immediately prior to the Closing for those Employees who commence employment with Buyer or its Affiliates at Closing, and (ii) immediately prior to commencing employment with Buyer or its Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each such Person Employee who becomes employed by so commences employment with Buyer pursuant to this Section 6.08(a) is or an Affiliate thereof, whether upon or following the Closing, shall hereinafter be referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Closing.

Employee Matters. (a) On or before Prior to the Closing Date, Buyer shall offer to employ, at and upon Closing, on an at-will give offers basis each non-bargaining unit Existing Employee of employment any Seller who regularly performs services at the Facility as of the Closing Date, and who is identified, and not noted as excluded, in Section 8.19 of the Sellers Disclosure Schedule or who is hired by any Seller in the Ordinary Course of Business at the Facility (at compensation substantially equivalent to each that currently offered by Sellers for comparable positions) after the date hereof, and who executed the release and waiver presented to such employee identified on Schedule 6.08(a) with respect to the Closing (other than those employees who are not actively employed due to short-term disabilityeach, workers compensation leave or approved leave of absence, exclusive of long-term disability (a “Closing Employee,” and collectively, the “LOA Closing Employees”), in each case with: (i) substantially the same responsibilities and Non-Offer Employees. During duties, (ii) a base salary plus amount of target bonus or hourly rate applicable to such Closing Employee as set forth in Section 8.19 of the period commencing on Sellers Disclosure Schedule, which is comparable in all material respects and no less favorable than that which is provided by Sellers as of the Closing Date, (iii) welfare and retirement benefits which are comparable in all material respects, and no less favorable, in the aggregate to those which are provided by Sellers as of the Closing Date and ending are indicated with an asterisk on Section 6.19(b) of the date Sellers Disclosure Schedule, (iv) a severance pay arrangement which, for a period of at least two (2) years following the Closing Date, is no less favorable to the Closing Employee than the Sellers’ “Tier Two” severance which is twelve provided by Sellers as of the Closing Date, as set forth in Section 8.19(a) of Sellers Disclosure Schedule, and (12v) months after such employment to commence as of the Closing Date (or subject to such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from employee accepting such employment offer prior to the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person Existing Employee who becomes employed by Buyer pursuant to this Section 6.08(a) is herein referred to herein as a “Transferred Hired Employee.” Employment with Buyer shall be effective With respect to non-bargaining unit Existing Employees who are inactive or on an approved leave of absence as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding date of the foregoingClosing, Buyer shall not be required and who become capable of returning to make an offer their regular job duties on a full-time basis within six months of employment to an employee whom Buyer is prohibited the Closing Date at the conclusion of their approved leave of absence if sooner than six months from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to workif on military leave within two weeks after the completion of their military leave, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall will offer employment to each LOA Employee upon his return such employees at that time on the terms specified above. Sellers hereby agree to use their commercially reasonable efforts to assist Buyer in making offers and hiring any of the Existing Employees, including providing Buyer with access to such Existing Employees during the period from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absenceEffective Date until Closing, but effective as ofset forth in Section 8.04, and conditioned upon, using commercially reasonable efforts to encourage the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant Existing Employees to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active accept employment with Buyer Buyer; provided that nothing in this sentence shall require Sellers to expend any sum. Sellers shall not take, and Sellers shall be treated as an employee cause each of the Seller prior their Affiliates not to the commencement of active employment for all purposes (including for purposes of this Section 6.08)take, any action that would impede, hinder, interfere or otherwise compete with Buyer’s effort to hire any Existing Employees.

Employee Matters. (a) On or before Purchaser shall, within forty-five days following the date of this Agreement, conduct interviews of the Employees, and provide Seller a list of such Employees who Purchaser does not wish to employ as of the Closing. Seller shall cause the Company to make its personnel available at reasonable times, upon reasonable advance notice, to allow Purchaser to conduct interviews and gather information reasonably required to provide Seller with its list of Employees that Purchaser does not wish to employ as of the Closing. Such Employees so designated by Purchaser ("Terminated Employees") shall be terminated by Seller on the Closing Date, Buyer but immediately prior to Closing; provided that, with the prior consent of Purchaser (which will give offers not be unreasonably withheld, delayed or conditioned), Seller may terminate any Terminated Employee prior to the Closing Date; provided, further, however, that it shall not be considered unreasonable for Purchaser to withhold its consent if Purchaser reasonably believes that the termination of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on such Terminated Employee before the Closing Date and ending on may adversely affect Purchasers' financing of the date which is twelve (12) months after transactions contemplated by this Agreement or otherwise adversely affect the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits conditions to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence funding of the Closingfinancings contemplated by the Financing Commitment. Buyer shall notify the If Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed good faith believes that it may not legally terminate any Employee designated by Buyer pursuant to this Section 6.08(a) is referred to herein Purchaser as a “Transferred "Terminated Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, ," Seller shall promptly inform Buyer of each LOA Employee’s return to work (and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) in any event at least five Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment prior to Closing) notify Purchaser of such LOA Employee. A LOA Employee who receives legal restriction and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) the parties shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior in good faith discuss revisions to the commencement list of active employment for Terminated Employees. Subject to Purchaser's right to terminate any Employee after Closing, Purchaser shall continue to employ all purposes (including for purposes Employees, other than the Terminated Employees, consistent with the provisions of this Section 6.08)4.3.5.

Employee Matters. (a) On or before Seller shall update Schedule 5.14(a) no less than 20 days prior to the Closing Date. At least 14 days prior to the Closing Date, Buyer will give shall make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed in accordance with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level terms of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on 7.6, contingent upon the occurrence of the Closing, to each Business Employee whose employment does not transfer by operation of law. Buyer shall also be afforded an opportunity to offer employment to those employees of Seller listed on Schedule 7.6(a) (the “Optional Employees”), which offers, if any, Buyer shall make at least 14 days prior to the Closing Date. Any such offer of employment for any Business Employee shall be for a position that is comparable to the position held by such Business Employee immediately prior to the Closing Date, at a geographic location that is within 25 miles of the Business Employee’s place of work immediately prior to the Closing Date, and made on terms and conditions sufficient to meet the requirements of Section 7.6(b) and Section 7.6(h), if applicable. Buyer will give each Business Employee no less than five Business Days in which to accept or reject Buyer’s employment offer. Within one Business Day of making an offer to an Optional Employee, Buyer shall provide to Seller written notice of the making of such offer of employment. In the event that Buyer ultimately determines not to make an offer to any Optional Employee, Buyer shall notify Seller of such determination thereof as promptly as reasonably practicable after the making of such determination. Seller shall be entitled to make its own offer of continued employment to those Optional Employees it chooses in writing its sole discretion on terms and conditions determined in its sole discretion. Buyer will provide Seller with a list at least three Business Days prior to the Closing Date, which shall contain as of that date the names of the employees identified on Schedule 6.08(a) Business Employees and the Optional Employees who have accepted offers of Buyer’s or its Affiliate’s employment with Buyeroffer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails Any Business Employee and any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Optional Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall will be treated as a Continuing Employee as provided below. Each Continuing Employee shall become an employee of Buyer as of the Seller prior to the commencement of active employment for all purposes (including for purposes of Closing Date. Except as otherwise specifically provided in this Section 6.08)7.6 or as required by applicable Law, effective as of the Closing Date, the employment of the Continuing Employees with Seller or any Affiliate of Seller shall terminate.

Employee Matters. (a) On or before Other than as set forth in Section 5.10(b), not less than twenty one (21) days prior to the expected Closing Date, Buyer will give Purchaser, or the appropriate Affiliate of the Purchaser, on behalf of the Transferred Companies, shall make offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due eligible Business Employees, to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period be effective as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify Each such offer by Purchaser, or the Seller in writing the names appropriate Affiliate of the employees identified on Schedule 6.08(aPurchaser, to a Business Employee shall provide the following terms and 57 conditions: (1) who have accepted offers of employment with Buyer. Each that such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer offer shall be effective as of the Effective Time Closing; (2) that the initial work location immediately after the Closing shall be the same as immediately prior to the Closing and the initial job duties of the Business Employee immediately after the Closing shall be substantially similar as immediately prior to the Closing; (3) that the Business Employee’s total annual cash compensation shall in the aggregate be substantially comparable to pre-Closing levels; (4) that the Business Employee shall be immediately eligible to participate in the fringe and employee benefit plans, programs and policies as Purchaser and its Affiliates provides to an eligible employee pursuant to the terms of such plan, program or policy; and (5) that such offer shall be deemed accepted unless affirmatively rejected by the Business Employee (each Business Employee who accepts or is deemed to have accepted such offer of employment (including pursuant to Section 5.10(b)), a “Transferred Employee”). Each such offer shall be subject to the screening procedures of Purchaser set forth in Section 5.10 of the Purchaser Disclosure Letter (for all Transferred Employees (except the avoidance of doubt, references in this Agreement to an “eligible” Business Employee means a Business Employee, subject to such screening procedures). Seller shall provide Purchaser with an updated list of the information described in Section 3.15(a) as reasonably requested by Purchaser in writing to enable Purchaser to make the offers of employment described belowin this Section 5.10(a). Notwithstanding the foregoing, Buyer shall not be required to make an offer updated Section 3.15(a) of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not Disclosure Letter shall be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return provided to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty Purchaser no later than three (203) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer Contract Date and shall be treated as an employee include the names of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Business Employees.

Employee Matters. a. Within a reasonable period of time prior to the Closing, Seller shall update Section 15(o)(ii) of the Seller Disclosure Letter to reflect (ai) On the addition of any additional employees of Seller or before any of its Affiliates, if any, who provide services principally in or in support of the Closing DateBusiness (each, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the an “LOA EmployeesAdditional Business Employee”) and Non-Offer Employees. During (ii) the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period removal of any employees listed as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Business Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a15(o)(ii) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective Disclosure Letter as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingdate of this Agreement, Buyer if any, with respect to whom employment shall not be required to make transfer in the Transaction with an offer of employment to OpCo Acquired Entity (each, an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Excluded Business Employee”). If Buyer determines that Prior to the Closing, Seller and its Affiliates shall (A) subject to the following proviso, transfer to an employee OpCo Acquired Company or Subsidiary thereof the employment of any Business Employee who as of the date hereof is not employed by a Non-Offer EmployeeSpecified Entity, Buyer will promptly notify and (B) transfer to the Seller that such Non-Offer Employee will not be offered or any of its Affiliates (other than any Specified Entity) the employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Excluded Business Employee’s return ; provided that the transfer of Additional Business Employees and the exclusion of Excluded Business Employees shall be, in each case, subject to work the consent of OpCo Purchaser (or its designee) in its reasonable discretion following good faith discussions between Seller and Buyer shall offer employment OpCo Purchaser. Following any such update to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20Section 15(o)(ii) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller Disclosure Letter, each Additional Business Employee shall be a Business Employee for all purposes hereunder, and each Excluded Business Employee shall no longer be a Business Employee for any purpose hereunder. At Closing, the OpCo Acquired Companies will continue to employ each Business Employee who is employed by an OpCo Acquired Company immediately prior to the commencement of active employment for all purposes Closing (including for purposes of this Section 6.08each such Business Employee, a “Continuing Employee”).

Employee Matters. (a) On Within a reasonable period of time prior to the Closing, Seller shall update Section 15(o)(ii) of the Seller Disclosure Letter to reflect (i) the addition of any additional employees of Seller or before any of its Affiliates, if any, who provide services principally in or in support of the Closing DateBusiness (each, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the an “LOA EmployeesAdditional Business Employee”) and Non-Offer Employees. During (ii) the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period removal of any employees listed as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Business Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a15(o)(ii) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective Disclosure Letter as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingdate of this Agreement, Buyer if any, with respect to whom employment shall not be required to make transfer in the Transaction with an offer of employment to OpCo Acquired Entity (each, an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Excluded Business Employee”). If Buyer determines that Prior to the Closing, Seller and its Affiliates shall (A) subject to the following proviso, transfer to an employee OpCo Acquired Company or Subsidiary thereof the employment of any Business Employee who as of the date hereof is not employed by a Non-Offer EmployeeSpecified Entity, Buyer will promptly notify and (B) transfer to the Seller that such Non-Offer Employee will not be offered or any of its Affiliates (other than any Specified Entity) the employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Excluded Business Employee’s return ; provided that the transfer of Additional Business Employees and the exclusion of Excluded Business Employees shall be, in each case, subject to work the consent of OpCo Purchaser (or its designee) in its reasonable discretion following good faith discussions between Seller and Buyer shall offer employment OpCo Purchaser. Following any such update to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20Section 15(o)(ii) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller Disclosure Letter, each Additional Business Employee shall be a Business Employee for all purposes hereunder, and each Excluded Business Employee shall no longer be a Business Employee for any purpose hereunder. At Closing, the OpCo Acquired Companies will continue to employ each Business Employee who is employed by an OpCo Acquired Company immediately prior to the commencement of active employment for all purposes Closing (including for purposes of this Section 6.08each such Business Employee, a “Continuing Employee”).

Employee Matters. Buyer acknowledges that Seller operates the Business through the services of employees (athe “Leased Employees”) leased from a third-party (the “Leasing Company”). The parties understand that the Leasing Company intends to terminate the leases with respect to the Leased Employees at Closing. On the Effective Date, Receiver and Seller shall give notice to the Leased Employees that Buyer has entered into this Agreement to acquire the Plant. During the period between the Effective Date and Closing, Buyer shall be afforded an opportunity to meet with and interview any or before all of the Leased Employees during regular Business hours, on dates and at times to be coordinated with Seller, to interview the employees for positions with Buyer after Closing and to explain Xxxxx’s employee benefit programs to the employees; provided, however, that Buyer shall have no obligation to offer employment to any of the Leased Employees. Buyer shall notify Seller in writing (the “Employee Notice”) within thirty (30) days after execution of this Agreement of those Leased Employees to whom Buyer (or an Affiliate of Buyer) will offer employment, contingent on Closing occurring (“Retained Employees”). The Receiver and Seller will be free, at any time after the Employee Notice is given, to terminate the leases with respect to any non-Retained Employees. On the Closing Date, Buyer will give offers of Receiver and Seller shall terminate the leases with respect to, and obtain the release from employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyof, the “LOA Employees”) Retained Employees in order for Buyer to hire and Non-Offer Employees. During employ the period commencing Retained Employees on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before After the date hereof and prior to the Closing Date, Buyer will give shall extend offers of employment to each employee identified Purchased Business Employee listed on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability5.11(a), workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on effective from the Closing Date and ending on (all such employees who accept Buyer’s offer of employment are referred to as the date which is “Transferring Employees”). Such offers shall provide for no less than twelve (12) calendar months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to workand while so employed, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment continue to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absenceprovide, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee all of the Transferring Employees with (i) base salary, bonus and commission structures which are no less favorable than that which they received from Seller immediately prior to the commencement of active employment for all purposes Closing Date, and (ii) a 401(k) matching plan with terms and conditions (including matching contributions) at least as favorable as Seller’s current plan; and (iii) other employee benefits no less favorable in costs, quality and substance, on an aggregate basis, to that which they received from Seller immediately prior to the Closing Date. In addition, Buyer shall provide the Transferring Employees and their beneficiaries with immediate participation in a group health plan and shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees under any such plan and (ii) provide each Transferring 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 Buyer welfare plans that Transferring Employees are eligible to participate in after the Closing Date. On and after the Closing, Buyer and any employee benefit plans maintained by Buyer or its affiliates in which Transferring Employees participate shall recognize the service of such Transferring Employees with the Seller for purposes of this determining entitlement to vacation and vacation pay (prorated for a partial year) and for purposes of vesting and eligibility under any employee benefit plan, but not for purposes of benefit accrual under any “employee pension benefit plan” as defined in Section 6.08)3(2) of ERISA. Seller shall terminate the employment of all Transferring Employees immediately prior to the Closing and shall cooperate with and use their Best Efforts to assist Buyer in its efforts to secure satisfactory employment arrangements with those employees of Seller to whom Buyer makes offers of employment.

Employee Matters. (a) On From and after the date hereof, Buyer shall have the opportunity to meet with the employees of Seller or before its affiliates who work at, operate and/or maintain the Seller Property and listed on Schedule 9(n) (the “Potential Employees”) to discuss potential employment opportunities with Buyer in connection with the Seller Property, and Buyer may make offers to any or all of the Potential Employees. If the Closing shall occur concurrently with the execution of this Agreement, Buyer shall promptly make offers of employment to any or all of the Potential Employees following the Closing. All Potential Employees who are offered employment and who accept employment with Buyer and execute and deliver the Employee Release (as herein defined) are referred to as “Transferred Employees”. All Transferred Employees will become employees of Buyer effective as of 12:01 a.m. on the Closing Date. Potential Employees who do not accept Buyer’s offer of employment and/or who do not execute and deliver the Employee Release as required by Buyer (an “Excluded Employee”) will not be considered as a Transferred Employee. The offers of employment to the selected Potential Employees shall (i) remain open for acceptance until the later to occur of (A) 12:01 a.m. on the Closing Date, or (B) the expiration of two (2) days after such offer is made, (ii) provide base compensation at a rate substantially similar to such Transferred Employee’s base compensation rate immediately prior to the Closing and benefits substantially similar to the benefits provided to similarly situated employees of Buyer, (iii) provide that Buyer will give offers of employment pay severance to each employee identified on Schedule 6.08(aTransferred Employees that are terminated without cause within the six (6) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the month period commencing on immediately following the Closing Date consistent with Buyer’s then-existing policies for other similarly situated employees, (iv) to the extent permitted under applicable laws and ending on the date which is twelve (12) months after terms of any plan maintained by Buyer, provide that such Transferred Employees will be eligible to participate in Buyer’s employee benefit plans and to take into account for purposes of eligibility, vesting and for purposes of severance, vacation and sick leave benefit accrual under any Buyer benefit plan, the length of service of such Transferred Employee with Seller prior to the Closing Date Date, and (v) be conditioned upon the Employee’s execution and delivery of the Employee Release. Prior to Closing (or such shorter period as the applicable Transferred Employee remains continuously employed if Closing shall occur concurrently with the Buyer and its Affiliates from execution of this Agreement, promptly following the Closing Date), Buyer shall provide to Seller (i) a list of all Transferred Employees who have timely accepted the offer of employment, and (ii) a detailed summary of the offers made to each Potential Employee (including each Transferred Employee with a level of Employee), which summary shall include, to the extent applicable, the base salary, the bonus structure and benefits, including, without limitation, defined contributions plans, insurance, severance pay, paid time off, vacation entitlement, service awards and long and short term disability. Without limiting or otherwise affecting Seller’s responsibility for Excluded Liabilities, Buyer shall not assume any of Seller’s employee benefit plans or programs and, except as set forth on Schedule 6.08(a)in Section 25(b) below, or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits have no liability or obligation with respect to the Transferred Employees and any such employee benefit plans or programs provided by Seller. Seller has or will provide to Buyer copies of job descriptions and salary ranges for the Potential Employees. Seller shall comply with all applicable laws, statutes, rules and regulations in connection with the termination of the Transferred Employees as of the Closing Date including, without limitation, the Worker Adjustment and Retraining Notification Act. Buyer shall, upon five (5) business days notice, reimburse Seller for any and all severance costs or expenses, consistent with the policies or arrangements disclosed on terms Schedule 25(a), associated with Potential Employees who are not, other than for good reason (such as immigration status, failure to pass any drug test or refusal to execute and conditions comparable to those provided to similarly situated employees of Buyer. All offers of deliver an Employee Release), offered employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of connection with the Closing. Buyer shall notify Except as set forth in the preceding sentence or Section 25(b) below, Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as responsible for the payment of the Effective Time for any and all Transferred Employees (except as described below). Notwithstanding the foregoingunpaid salary, Buyer shall not be required wages, retention bonuses or other amounts due Seller’s employees who are entitled to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following benefits through the Closing Date. This Agreement (including the provisions of this Section) is a covenant between Buyer and Seller and shall not, in any manner, (i) create any contractual right of employment for any employee of Seller or (ii) prevent, restrict, or such longer period limit Buyer, following the Closing, from modifying or terminating any of its benefit plans, programs or policies from time to time as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)it may deem appropriate.

Employee Matters. (a) On or before Effective as of the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectivelyClosing, the “LOA Employees”) Acquirors shall offer to employ on an at-will basis each of the primary-care business unit field sales force and Non-Offer Employees. During management personnel and internal Elan personnel dedicated to the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date)Businesses, Buyer shall provide in each Transferred Employee with a level of base salary, except case as set forth on Schedule 6.08(a)8.10 of the Elan Disclosure Sched- ule (collectively, the "Employees") who is actively employed as of the Closing, in each case with substantially the same responsibilities and duties and at a total base salary plus target bonus opportunity or hourly wage at least equal rate not less than the total base salary plus target bonus opportunity or hourly rate then applicable to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits such Employee immediately prior to the Transferred Employees on terms and conditions comparable Closing, with such employment to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence commence as of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted Such offers of employment with Buyershall be delivered to applicable Employees prior to the Closing. Each such Person who becomes employed by Buyer pursuant to For purposes of this Section 6.08(a) is referred to herein 8.10(a), an Employee will be treated as a “Transferred Employee.” Employment with Buyer shall be effective "actively employed" if as of the Effective Time for all Transferred Employees Closing such person is actively at work, or on vacation, holiday, jury duty, military leave, sick leave (except not including short-term or long-term disability) or bereavement leave. In addition, each Employee who as described belowof the Closing is not actively employed but is on an approved leave of absence (other than long-term disability), and who within 120 days following the Closing presents himself or herself to the Acquirors as ready to commence active employment with the Acquirors, shall at such time also be offered employment on an at-will basis on the terms set forth above. Notwithstanding the foregoing, Buyer The Acquirors shall not be required to make an offer to employ any Employee who (i) is on long-term disability as of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from (ii) is on short-term disability or approved leave as of absence within twenty (20) Business Days after the return date of each LOA Employee from shortClosing and goes on long-term disability or an approved leave prior to returning to active employment with the Elan Companies. Except as specifically provided in this Section 8.10(a), Acquirors shall determine in their sole discretion the terms and conditions of absence, but effective employment to be offered to Employees. Effective as of, and conditioned uponof the Closing, the commencement of active Elan Companies shall terminate the employment of such LOA Employee. A LOA each Employee who receives and accepts an offer of employment from Buyer pursuant to the Acquirors in accordance with this Section 6.08(a) shall become 8.10(a). Each Employee who becomes employed by the Acquirors is herein referred to as a Transferred Employee effective upon the commencement of such LOA "Hired Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)".

Employee Matters. (a) On For a period of one year following the Effective Time (the “Continuation Period”), Raven shall provide, or before the Closing Dateshall cause to be provided, Buyer will give offers of employment to each employee identified on Schedule 6.08(aof Eagle and its Subsidiaries who continues to be employed by Raven or its Subsidiaries following the Effective Time (the “Continuing Employees”), for so long as such Continuing Employee is employed following the Effective Time, (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate provided to such Continuing Employee immediately prior to the Effective Time; (other ii) an annual cash bonus opportunity that is no less than the annual cash bonus opportunity that was provided to such Continuing Employee immediately prior to the Effective Time; and (iii) employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees who are not actively employed due to short-term disabilityof Raven and its Subsidiaries, workers compensation leave or approved leave provided that, for purposes of absence, exclusive of long-term disability this clause (collectivelyiii), the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer employee benefits generally provided to employees of Eagle and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect Subsidiaries as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits immediately prior to the Transferred Employees on terms and conditions comparable Effective Time shall be deemed to be no less favorable in the aggregate to those provided to similarly situated employees of Buyer. All offers Raven and its Subsidiaries, it being understood that the Continuing Employees may commence participation in the “employee benefit plans,” as defined in Section 3(3) of employment made ERISA (whether or not subject to ERISA), maintained by Buyer pursuant to this Section 6.08(aRaven or any of its Subsidiaries (collectively, the “New Plans”) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each at such Person who becomes employed times as are determined by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below)Raven. Notwithstanding the foregoing, Buyer subject to such Continuing Employee executing (and not revoking during the applicable revocation period) a release of claims in favor of Raven and its Subsidiaries (including Eagle and its Subsidiaries), Raven shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Dateprovide, or such longer period as might shall cause to be required by Law provided, to each Continuing Employee (excluding any employee with an individual agreement providing for such LOA severance) whose employment terminates during the Continuation Period under circumstances set forth on Section 5.6(a) of the Eagle Disclosure Letter severance benefits that are set forth on Section 5.6(a) of the Eagle Disclosure Letter, and, for the avoidance of doubt, taking into account all of the Continuing Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work service with the Eagle and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty its Subsidiaries (20and their predecessors) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of determining the levels of severance benefits to be provided to such Continuing Employee. For the avoidance of doubt, nothing in this Section 6.08)Agreement shall require Raven or any of its Subsidiaries to employ any Person.

Employee Matters. (a) On Prior to the Effective Time, Seller shall cause to be transferred from the Company and its Subsidiaries to Seller or before one of its Subsidiaries those employees of the Company and its Subsidiaries that are listed in Section 5.4(a) of the Seller Disclosure Letter, with such Section 5.4(a) to be updated based on mutual agreement of Buyer and Seller on the fifteenth Business Day prior to the Closing Date. In addition, prior to the Effective Time, subject to approval by Buyer at least 15 days prior to the Closing Date, Buyer will give offers Seller shall cause to be transferred (i) from the Company and its Subsidiaries to Seller or one of employment to each employee identified on Schedule 6.08(aits Subsidiaries those employees of the Company and its Subsidiaries listed in Section 5.4(a)(i) of the Seller Disclosure Letter and (ii) from Seller and its Subsidiaries (other than the Company) to the Company or one of its Subsidiaries those employees who are listed in Section 5.4(a)(ii) of the Seller Disclosure Letter. Following the Closing, Buyer may request that certain employees of Seller and its Subsidiaries performing services for Buyer and its Subsidiaries under and pursuant to the Seller-ABS TSA and/or the Seller-Company TSA be hired by Buyer and its Subsidiaries (including the Company) (subject to agreement of Seller with respect to such employees not actively employed due to shortproviding legal services under the Seller-term disability, workers compensation leave or approved leave of absence, exclusive of longABS TSA and/or the Seller-term disability (collectively, the “LOA Employees”Company TSA) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after not later than 90 days following the Closing Date (“Offer Employees”) and, in order to effect the hiring of such Offer Employees, Buyer or one of its Subsidiaries (including the Company) shall make a written Qualifying Offer (as defined below) to each Offer Employee no later than 90 days following the Closing Date (provided that each such shorter period as the applicable Transferred Offer Employee remains continuously employed with through the date of such offer), and, upon the acceptance of such an offer by an Offer Employee, Seller and its Subsidiaries shall terminate the employment of such Offer Employee within 5 Business Days of the Offer Employee accepting the offer and such Offer Employee shall, upon termination of employment by Seller and its Subsidiaries, immediately become employed by Buyer or one of its Subsidiaries (including the Company) (such Offer Employees who become so employed by Buyer and its Affiliates from Subsidiaries (including the Closing DateCompany), Buyer shall provide the “Delayed Hire Employees” and the date on which each Transferred such Offer Employee with a level of base salaryis so hired, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer EmployeeDelayed Hire Date”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify For the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.085.4(a), a “Qualifying Offer” is an offer of immediate employment by Buyer and its Subsidiaries (including the Company) that remains open for no more than 10 days to (A) an Offer Employee who is eligible to participate in Seller’s Executive & Officer Severance Pay Plan (the “E&O Severance Plan”) which provides for (x) total annual cash compensation (as such term is used in the E&O Severance Plan) that is not less than the Offer Employee’s total annual cash compensation immediately prior to the date that such offer of employment is made, (y) other compensation and benefits on terms consistent with Section 5.4(b) and (z) a position that does not require relocation and (B) an Offer Employee who is eligible to participate in Seller’s Severance Pay Plan for Nonunion Associates which provides for (x) base pay that is no less than the base pay paid to such employee immediately prior to the date of such employee’s termination of employment, (y) other compensation and benefits on terms consistent with Section 5.4(b) and (z) a position that does not require relocation. The intent of Buyer and Seller is that each Delayed Hire Employee shall be treated consistently with this Section 5.4 as if employed by the Company at the Closing, as described further below. With respect to any Offer Employee who is made an offer that is not a Qualifying Offer, the Company shall be required to reimburse Seller and its Subsidiaries for the actual costs of any severance benefits payable under the E&O Severance Plan or Seller’s Severance Pay Plan for Nonunion Associates, as applicable, payable by Seller or any of its Subsidiaries to any such terminated Offer Employee.

Employee Matters. (a) On Conditioned upon Closing, Buyer shall make offers of employment to commence immediately after the Closing to those Employees identified as “Offered Employees” in Section 8.6(a) of the Disclosure Schedule (the “Offered Employees”) as promptly as reasonably practicable and in any event within thirty (30) days after the date of this Agreement and Buyer may make offers of employment to commence immediately after the Closing to those Employees identified as “Additional Employees” in Section 8.6(a) of the Disclosure Schedule (the “Additional Employees”) as promptly as reasonably practicable and in any event no later than thirty (30) days after the date of this Agreement. Buyer must provide the Offered Employees and Additional Employees at least five (5) days to accept the offers. Buyer shall notify Sellers in writing of the names of those Employees who: (i) received offers of employment, (ii) accepted the offers and (iii) rejected or failed to accept the offers, in each case no later than five (5) days after the expiration of the five-day period allowed to accept the offers. Each such Offered Employees and Additional Employees who (i) accepts such offer on or before the Closing Date, (ii) passes a background check and a drug screen to be conducted by Buyer will give offers of employment in its sole discretion prior to each employee identified on Schedule 6.08(aClosing, and (iii) (other than those employees who are not actively employed due reports to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing work on the Closing Date and ending (or, if any Employee is on the date which is twelve an approved absence (12) months after the Closing Date (including vacation or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Dateillness), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to following the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence conclusion of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(aapproved absence) is hereinafter referred to herein as a “Transferred Employee.” Employment with Buyer Section 8.6(a) of the Disclosure Schedule shall be effective updated as of changes occur to the Effective Time for all Transferred Employees (except as described below). Notwithstanding information contained in such list to reflect new hires, terminations or other personnel changes occurring between the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening date hereof and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a) On or before Effective as of (i) the First Closing Date, Buyer Sellers will give offers terminate the employment of all employees of the Business related to the First Closing Acquired Assets (the “First Closing Business Employees”) effective as of the close of business on the First Closing Date and (ii) the Second Closing Date, Sellers will terminate the employment of all employees of the Business related to each employee identified on Schedule 6.08(a) the Second Closing Acquired Assets (other than those employees who are not actively employed due to short-term disabilitythe “Second Closing Business Employees” and together with the First Closing Business Employees, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Business Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for close of business on the Second Closing Date. Purchaser may make offers of at-will employment, or may enter into employment agreements with, certain Business Employees who meet all of Purchaser’s hiring criteria. Sellers shall use their reasonable best efforts to cause any Business Employee offered employment by Purchaser to accept such offer. Those Business Employees who accept Purchaser’s offer of employment shall become employees of Purchaser (“Transferred Employees (except as described below)Employees”) pursuant to the terms of Purchaser’s offer of employment. Notwithstanding the foregoing, Buyer shall Purchaser will not be required to make an offer (i) hire any Business Employees, (ii) maintain any Transferred Employees at the same position, title or level of employment responsibility that they had with Sellers, (iii) grant seniority or service credit or recognize accrued vacation or sick leave to any Transferred Employee, or (iv) pay any specified level of compensation or benefits to any Transferred Employee, except pursuant to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines employment agreement that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability Transferred Contract or an approved leave employment agreement executed and delivered at either Closing pursuant to Section 3.4 and Section 3.5. This Section 7.3(a) is intended solely for the purpose of absence, but effective as ofdefining the obligations between Sellers and Purchaser concerning the Business Employees, and conditioned upon, the commencement will in no way be construed as creating any employment contract or other Contract between Purchaser and any employees of active employment of such LOA Sellers or any Transferred Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).

Employee Matters. (a1) On or before Buyer may offer employment upon such terms and conditions of employment as Buyer may establish, to certain of the employees of Employer who primarily perform services with respect to the operation of the Business as of the Closing Date; provided, that if, prior to the date which is 180 days after the Closing Date, Buyer will give offers terminates the employment of employment to each any employee identified listed on Schedule 6.08(a5.13(d) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave by Buyer as of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on other than "for cause" as described in the date which is twelve Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date"Severance Plan"), Buyer shall provide each Transferred Employee with a level pay to such terminated employee the severance benefit payments which such employee would have been entitled to receive had it been terminated by Employer as of base salary, except the Closing Date in an amount and upon such terms as set forth on Schedule 6.08(ain the Severance Plan (but in no event more than six months' severance benefits for any employee); provided, or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoingfurther, Buyer shall not be required to make an offer any such severance payments with respect to any employee who is hired by TCI or any of its direct or indirect wholly-owned subsidiaries (including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to an employee Seller a notice containing the names of employees of the Business to whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer intends to offer employment on the Closing Date (a “Non-Offer Employee”the "Employee List"). If Buyer determines ; provided, that an employee is a Non-Offer Employee(i) if the Closing has not occurred, Buyer will promptly notify may deliver to Seller a notice updating the Employee List on the date which is 150 days after the date of this Agreement and (ii) if the Termination Date is extended by Seller, Buyer may deliver to Seller a notice no later than 60 Business Days prior to the extended Termination Date updating the Employee List; provided, however, that such Non-Offer any notice delivered by Buyer updating the Employee will List shall not be offered employment with Buyer. During the 180‑calendar day period following deemed effective if the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) occurs fewer than 60 Business Days after delivery to Seller of such updated Employee List. TCI shall cause Employer to terminate the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of all such LOA Employee. A LOA Employee who receives and accepts an offer of employment from employees hired by Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Adjustment Time. Seller shall undertake to provide to all affected employees and any other necessary persons any notice that may be required under the WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to the commencement of active employment for all purposes (Adjustment Time relating to employees, including for purposes of this Section 6.08)severance obligations.

Employee Matters. Beginning after a date mutually agreed by SELLER and the BANK but not later than thirty (a30) days prior to the Closing Date, the BANK shall have the right to discuss with any or all employees of the Branch Offices the possibility of their employment by the BANK after the Closing Date. On or before the Closing Date, Buyer SELLER shall notify in writing all employees of the Branch Offices (the "Employees") that the business of SELLER has been or will give offers of employment be transferred to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due the BANK and that the BANK may offer to short-term disabilityemploy, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing effective on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, such Employees as it at its sole discretion so elects on terms and conditions of employment established by the BANK. As of the Closing Date, all Employees that the BANK elects to hire shall be discharged by the SELLER. SELLER shall be solely responsible for its obligations to all discharged Employees, whether or not such longer period as might be required discharged Employees are hired by Law for the BANK. Nothing contained herein shall preclude SELLER from permitting an employee who declines employment with the BANK from accepting another position with SELLER provided that SELLER has not encouraged such LOA Employee’s return employee to workdecline to accept such position with the BANK or to seek another position with the SELLER. SELLER covenants with the BANK that prior to closing, Seller SELLER shall promptly inform Buyer not, without the BANK's prior consent (i) increase the aggregate full-time equivalent size of each LOA Employee’s return the work force at the Branch Offices above the level existing at the date hereof or alter the composition of the work force at the Branch Offices from the composition existing at the date hereof, (ii) encourage any Employee to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts refuse an offer of employment from Buyer by the BANK, (iii) enter into any employment contract with any Employee, or (iv) increase the gross annual compensation of any Employee pursuant to this Section 6.08(a) shall become a Transferred any evaluation other than in the normal course of business. Notice of any increase in compensation for any Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior given to the commencement of active employment for all purposes (including for purposes of this Section 6.08)BANK as soon as possible.

Employee Matters. (a) On or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other No less than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits 30 calendar days prior to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the expected Closing Date, or such longer period later date as might shall be required mutually agreed in writing between Buyer and Seller, Buyer shall extend a written offer of employment to those certain Business Employees set forth on Schedule 5.08(a). Buyer may update Schedule 5.08(a) at any time up to 60 calendar days prior to the expected Closing Date, or such later date as shall be mutually agreed in writing between Buyer and Seller, by Law for providing written notice to Seller; provided that, Schedule 5.08(a) may be further amended by Buyer after such LOA Employee’s return time to work, remove any Business Employee who ceases to be an employee of Seller shall promptly inform Buyer of each LOA Employee’s return or a Seller Subsidiary prior to work the Closing Date and Buyer may add up to an equal number, or such greater number as to which Seller consents in writing, of additional Business Employees to Schedule 5.08(a) to replace the individuals so removed (except for individuals so removed who have become employees or contractors of Buyer or a Buyer Subsidiary, unless otherwise consented to by Seller in writing). Each such written offer of employment shall include compensation and benefits substantially similar and no less favorable in the aggregate as provided to such Business Employee by Seller or its Subsidiaries as of immediately prior to the Closing Date. Unless otherwise agreed to in writing by Buyer and Seller, each such offer employment shall as a condition to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) acceptance provide that the Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to in accordance with this Section 6.08(a5.08(a) shall resign his or her employment with Seller or Seller Affiliate (as applicable) as of the Closing Date and commence his or her employment with Buyer the following day. With respect to any Business Employee (i) who does not become a Transferred Employee effective upon Employee, and (ii) whose employment by Seller or its Subsidiaries is terminated within 90 calendar days following the commencement Closing Date (“Severed Business Employees”), Buyer shall reimburse Seller for the Severance Costs. After Seller has paid all Severance Costs, Seller shall deliver to Buyer an invoice for such Severance Costs, which invoice shall include (i) the Severance Cost applicable to each Severed Business Employee, (ii) a certification that such Severance Costs were actually paid to the Severed Business Employees, and (iii) a certification that the employment by Seller or its Subsidiaries of such LOA EmployeeSevered Business Employees was actually terminated within 90 calendar days following the Closing Date. Buyer shall make such payment of Severance Costs to Seller within 30 calendar days of Buyer’s active employment receipt of an invoice that reasonably complies with Buyer and the requirements of the preceding sentence. With respect to each Business Employee other than Transferred Employees or Severed Business Employees, Seller shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)liable for, and Buyer shall have no liability for, any severance costs.

Employee Matters. (a) On From Closing through May 31, 2024 (the “Transition End Date”), the Company agrees to continue to employ each person employed by the Company or before a Company Subsidiary as of the Closing Date who is not identified on Schedule 8.4(a)(i) (each identified on Schedule 8.4(a)(i), a “Transferred Employee”, and each person excluded from Schedule 8.4(a)(i) who is employed by the Company or a Company Subsidiary as of the Closing Date and listed on Schedule 8.4(a)(ii), a “Company Operational Employee”), subject to the terms and conditions of the Employee Leasing Arrangement, entered into by the Company and Purchaser, dated as of the date hereof (the “Employee Leasing Agreement”). Prior to the Transition End Date, Parent (or a Subsidiary thereof) shall make offers of employment, effective as of the day following the Transition End Date, to all Transferred Employees employed by the Company or a Company Subsidiary as of the Transition End Date. From the day following the Transition End Date through the first anniversary of the Closing Date, Buyer will give offers Parent shall provide, or shall cause one of employment its Subsidiaries to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due provide, to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with who accepts such offer of employment (each, a level of base salary, except as set forth on Schedule 6.08(a“Continuing Employee”), (i) salary (or hourly base wage at least equal rate) that is no less favorable than was provided to that in effect the applicable Continuing Employee as of October 27the Transition End Date, 2017 (ii) severance benefit protections for each Continuing Employee that are no less favorable than, at Parent’s election, (x) the severance benefit protections that such Continuing Employee would be eligible to receive under the Plan in which such Continuing Employee participates as previously disclosed to Buyer. Buyer shall provide other employee benefits to of the Transferred Employees on terms and conditions comparable to those Effective Time or (y) the severance benefit protections provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence Parent or its Subsidiaries, as applicable, as of the Closing. Buyer shall notify the Seller in writing the names date of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall ’s termination, (iii) annual target cash bonus opportunities as determined by the Parent Board or management of Parent (as applicable) following the Transition End Date, and (iv) other health and welfare employee benefits that are substantially comparable in the aggregate to, at Parent’s election, (x) the health and welfare benefits such Continuing Employee would be effective eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time for all Transferred Employees or (except y) the health and welfare benefits provided by Parent or its Subsidiaries, as described belowthe case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, from time to time. In connection with the Option Closing (as defined in the Option Agreement). Notwithstanding the foregoing, Buyer Parent will determine in good faith whether any Company Operational Employee shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Dateby Parent or one of its Subsidiaries; provided, that Parent shall be under no obligation to make any such offer of employment; provided, however, that Parent shall be solely responsible for any severance or such longer period as might be required by Law for such LOA Employee’s return similar termination payments or benefits that may become payable to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA any Company Operational Employee who receives and accepts does not receive an offer of employment from Buyer Parent or one of its Subsidiaries pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.088.4(a).

Employee Matters. (a) Prior to the Closing Date, on dates mutually agreed upon by the Parties, Buyers and their Affiliates shall be given the opportunity to: (i) meet personally with and interview each Business Employee outside the presence or hearing of Sellers or any of their Affiliates; and (ii) inspect the personnel files and other documentation relating to each such Business Employee that is within Sellers’ or their Affiliate’s possession, custody or control. Buyers or one of their Affiliates may offer employment to those Business Employees of their choosing, which offers shall be (A) on terms and conditions determined by Buyers or their Affiliates in their sole discretion, (B) subject to and conditioned upon the occurrence of the Closing and such Business Employees’ satisfaction of Buyers’ or their Affiliate’s applicable pre-employment requirements and (C) for employment commencing as of the time immediately following the Closing (or, with respect to any Business Employee to whom Buyers or one of their Affiliates has made an employment offer but who is on a leave of absence on the Closing Date, the time that such individual is eligible to return from such leave and does so return, so long as such date is within ninety (90) days from the Closing Date or any such longer time as may be required by applicable Law). Within five (5) days prior to the Closing Date, Buyers shall inform Sellers of those Business Employees who have accepted such offers and satisfied Buyers’ or their Affiliate’s pre-employment requirements. As used in this Agreement, the term “Continued Employee” means a Business Employee who accepts an employment offer as provided in the preceding provisions of this Section 5.15 and who actually becomes employed by Buyers or one of their Affiliates in accordance with such offer. Neither Sellers nor their Affiliates shall take any action that could reasonably be expected to discourage any Business Employee from accepting an employment offer referenced in this Section 5.15. Sellers shall remove, and cause their Affiliates to remove, any contractual impediments or restrictions with Sellers or their Affiliates that may deter a Business Employee from accepting employment with Buyers or their Affiliates, including, but not limited to, any non-compete or confidentiality agreements or any other agreement that would affect the ability of a Business Employee to be employed by Buyers or their Affiliates, unless such contractual impediment or restriction is contained in an Assumed Contract. (b) On or before the Closing Date, Buyer will give offers of employment to each employee identified date on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred a Continued Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s commences active employment with Buyer Buyers or their Affiliates, Sellers and their Affiliates shall be treated take all necessary actions, if any, to fully vest as an of such date such Continued Employee’s account balances and other benefits under (i) all employee pension benefit plans (as such term is defined in section 3(2) of ERISA), (ii) all plans that provide nonqualified deferred compensation benefits and (iii) all equity-based compensation plans and arrangements. (c) Sellers and their Affiliates shall provide continuation coverage (within the meaning of section 4980B of the Seller prior Code and the Treasury regulations thereunder) to all individuals who are M & A qualified beneficiaries (within the meaning assigned to such term under Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to the commencement transactions contemplated by this Agreement for the duration of active employment for the period to which such individuals are entitled to such coverage. Sellers and their Affiliates shall take any and all purposes necessary actions to ensure that Buyers and their Affiliates are not required to provide such continuation coverage to any such individual at any time. 26 (including for purposes d) The provisions of this Section 6.08).5.15 are solely for the benefit of the Parties and nothing in this Section 5.15, express or implied, shall confer upon any Business Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Section 5.16

Employee Matters. (a) On Purchaser will make Comparable Job Offers (as defined below) on or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after about the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for Time) to all Transferred Employees (except i) whose names appear on Schedule 6.8(c) as described belowof the date of this Agreement (or, with the consent of Purchaser, as of the Closing Date). Notwithstanding , (ii) who are employed by Seller immediately prior to the foregoingClosing Date, Buyer shall and (iii) who are not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer Excluded Employees (each, a “Non-Offer Covered Employee”). If Buyer determines that an employee Purchaser will communicate offers of at-will employment in a form determined by Purchaser and which form is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not reasonably objected to by Seller. All Covered Employees shall be offered at-will employment with Buyer. During Purchaser (i) in a comparable position as such Covered Employee’s position with Seller on the 180‑calendar day period following date hereof, (ii) with annual base salary, or weekly or hourly rate of pay which is no less than such Covered Employee’s pay with Seller indicated on Schedule 6.8(c) (provided that incentive pay, where applicable, shall be determined based on incentive compensation programs determined by Purchaser in its sole and absolute discretion), (iii) at a work location that does not require such Employee to travel more than an additional 50 miles (one way) to work than such Employee traveled prior to the Closing Date, and (iv) with a work status (full or such longer period as might be required by Law for such LOA Employee’s return to workpart-time, Seller shall promptly inform Buyer including number of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return hours-per-week worked) that is not changed from short-term disability or approved leave of absence within twenty that indicated on Schedule 6.8(c) (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employeea “Comparable Job Offer”). A LOA Each Covered Employee who receives timely accepts Purchaser’s offer of employment and commences employment with Purchaser shall be referred to as a “Transferred Employee” for purposes of this Agreement. With respect to any Covered Employee who accepts an offer of employment from Buyer pursuant Purchaser who on the Closing Date is on military leave, sick leave, maternity leave, short-term disability or other leave of absence approved by Seller in accordance with past practice, except as required by applicable law and is named on Schedule 2.5(a)(ii) (each, an “Employee on Leave”), Purchaser need only employ such Covered Employee on an at-will basis beginning after such absence if such Covered Employee returns to this Section 6.08(a) shall become a Transferred employment in accordance with the terms of such Covered Employee’s leave, provided that such Covered Employee effective upon commences active employment with Purchaser no later than six months after the commencement of such LOA Employee’s the leave. Any Employee on Leave who commences active employment with Buyer Purchaser in accordance with the preceding sentence will cease employment with Seller at the end of such leave of absence and shall be treated as an employee the date of the Seller prior to the commencement of active employment for all purposes (including for purposes with Purchaser in accordance with the previous sentence shall be referred to herein as the “Transfer Date.” Seller shall cooperate in facilitating the performance of this Section 6.08)Purchaser’s obligations to make offers and shall in good faith encourage Employees who receive offers from Purchaser to accept such offers.

Employee Matters. (a) On or before Buyer will deliver a schedule to Seller at least five business days prior to the Closing DateDate of the Seller employees (the "Proposed Transferred Employees") to be offered employment by Buyer as of the Closing Date on substantially the same (that are as determined by Buyer, Buyer in the aggregate, not materially less favorable than the) terms as are in effect on the date hereof provided, however, all Proposed Transferred Employees will give offers be required as a condition of employment to each employee identified on Schedule 6.08(a) (other than those execute employment, confidentiality and inventions assignment agreements in a form acceptable to eFunds, acting reasonably, and certain key employees who eFunds may identify in its sole discretion also being required to execute non-competition agreements and will initially contain a release in favor of Seller, in a form reasonably satisfactory to Seller. Those Seller employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability identified as Proposed Transferred Employees (collectively, the “LOA "Excluded Employees”") and Non-Offer Employees. During the period commencing will be listed on the Closing Date Schedule as such and ending will be terminated by Seller on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from prior to the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits will, on Closing, reimburse Seller for all amounts paid to the Transferred Excluded Employees on terms with respect to obligations and conditions comparable liabilities for severance pay, termination pay, notice of termination of employment or pay in lieu of such notice, damages for wrongful dismissal, accrued vacation pay accruing in the ordinary course in connection with such termination. Seller represents and warrants with respect to those provided to similarly situated five employees of Buyer. All offers of employment made Seller who have been previously identified by Buyer pursuant to this Section 6.08(a) Seller and that Seller anticipates will be conditioned in all respects on among the occurrence of Excluded Employees that the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(aaggregate Severance Liability (as hereinafter defined) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”)exceed $210,000. If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned uponAs used herein, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).term "

Employee Matters. (a) On or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending Beginning on the date which is twelve (12) months after of this Agreement and continuing throughout the Closing Date (term of the Transition Services Agreement, Seller shall make available to Buyer each of the Subject Employees to discuss potential employment with Buyer or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees an Affiliate of Buyer. All offers A Subject Employee who receives an offer of employment made by from Buyer or an Affiliate of Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) 7.13 is referred to herein as a an “Transferred Offered Employee.” Employment with ”. For purposes of clarification and avoidance of doubt, Xxxxx has no obligation to hire any Subject Employee. The offers of employment pursuant to this Section 7.13 may be made by Buyer shall be effective or an Affiliate of Buyer, in its sole and absolute discretion, commencing, as determined by Buyer, no earlier than the Closing Date and no later than the first day immediately following the last day of the Effective Time for all Transferred Employees (Transition Services Agreement, except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer regarding any Offered Employee who is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or on an approved leave of absence, but effective in which case the offer shall be for employment commencing as of, and conditioned upon, of the date on which such Offered Employee is eligible to return to work (provided that such return occurs within one hundred eighty (180) days after the intended employment commencement date as set forth in the employment offer or such later time as may be required by applicable Law). Seller shall not discourage any Subject Employee listed on Schedule 7.13 of active the Seller Disclosure Schedule from accepting employment with Buyer or an Affiliate of such LOA EmployeeBuyer. A LOA Seller shall (i) accept the resignation of each Offered Employee who receives and accepts an offer of employment from Buyer or an Affiliate of Buyer immediately preceding such employee’s Hire Date (as defined below) and (ii) waive any restrictive covenants or other obligations to which any Offered Employee may be subject pursuant to this Section 6.08(aan agreement with Seller or the Acquired Company that would interfere with such employee’s employment with Buyer or an Affiliate of Buyer. An Offered Employee who accepts an offer of employment from Buyer and timely commences employment with Buyer shall be a “Hired Employee” and the date on which such Hired Employee commences employment with Buyer shall be the “Hire Date.” (b) Subject to the terms of the Transition Services Agreement, Seller shall become a Transferred Employee effective upon be responsible for payment of all obligations required or committed to the commencement Hired Employees with respect to periods of employment with Seller and its Affiliates, including salaries, wages, payroll taxes, retirement, vacation pay, and any other obligations and expenses of any kind arising out of the employment by, or termination from the employment of, Seller or its Affiliates of such LOA Employee’s active employees. Buyer shall be responsible for payment of all obligations required or committed to the Hired Employees with respect to periods of employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08).its Affiliates, including

Employee Matters. (a) On Buyer shall, or before the Closing DateBuyer shall cause one of its Affiliates to, Buyer will give extend offers of employment to each employee identified on Schedule 6.08(a) (other than those Seller’s employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a)7.2(a) (the “Target Employees”) (and such offers to Target Employees, the “Transfer Offers”) that, if accepted, shall become effective on the Closing Date. Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than to what is paid to such Target Employee by Seller as of the date hereof and incentive compensation opportunity which shall be at least commensurate with the terms of employment of a similarly situated employee currently employed by Buyer. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Target Employees who commence employment with Buyer or an Affiliate of Buyer pursuant to a Transfer Offer shall be referred to herein as “Transferred Employees.” Nothing in this Section 7.2 or elsewhere in this Agreement shall be construed to create a right in any Target Employee, or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide any other employee benefits of Seller, to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees employment with Buyer or any Affiliate of Buyer. All offers of employment made compensation, including base salary or wages, unused Accrued PTO (except to the extent assumed by Buyer pursuant or its Affiliates), commissions, bonuses and benefits payable by Seller to this Section 6.08(a) will or on behalf of each Transferred Employee for services performed on or prior to the Closing, shall be conditioned vested and paid or otherwise discharged in all respects on the occurrence full by Seller. Effective as of the Closing. Buyer shall notify , the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding shall cease all active participation in and accrual of benefits under the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)Plans.

Employee Matters. (a) On Unless in connection with the transactions contemplated by this Agreement a Person employed by a Seller transfers automatically to the Purchaser under applicable Law, the Purchaser (or before one of its Affiliates) shall, effective as of the Closing Date (if permitted by applicable Law, otherwise as soon as possible after the Closing Date), offer employment to each Transferred Employee (other than those employed by a Transferred Subsidiary) and/or accept the transfer of his or her employment contract or agreement. Each Transferred Employee (i) who is employed by a Transferred Subsidiary, (ii) (x) whose employment is automatically transferred to the Purchaser under applicable Law and (y) who does not object to such automatic transfer in accordance with applicable Law (provided that applicable Law gives such Transferred Employee such right to object), or (iii) who accepts an offer of employment by the Purchaser (or one of its Affiliates) and commences work for the Purchaser (or one of its Affiliates) on the Closing Date, Buyer will give offers shall become an employee of employment to each employee identified the Purchaser (or one of its Affiliates (including the Transferred Subsidiaries)) on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer any later date required by Law) and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Hired Employee.” Employment with Buyer For a minimum of one year following the Closing Date or any longer period required by applicable Law, the Purchaser shall be effective (i) pay the same cash compensation payable by the applicable Seller or Transferred Subsidiary to such Hired Employee as of immediately prior to the Effective Time Closing Date, (ii) maintain the same employee benefits delivered by the applicable Seller or Transferred Subsidiary to such Hired Employee as of immediately prior to the Closing Date, and (iii) maintain Hired Employees’ positions and working conditions applicable to each such Hired Employee as of immediately prior to the Closing Date. The Purchaser and its Affiliates shall recognize all service of such Hired Employees at the applicable Seller or Transferred Subsidiary as if such service had been performed for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening Purchaser and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller its Affiliates; provided that such Non-Offer Employee recognition of service will not be offered employment operate to duplicate any benefits with Buyerrespect to any Hired Employee. During the 180‑calendar day period The Purchaser or its Affiliate shall, for at least 90 days following the Closing Date, or such longer period as might be required by Law not terminate any Hired Employee other than “for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior to the commencement of active employment for all purposes (including for purposes of this Section 6.08)cause.”