Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Buyer intends to offer, or 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 recommendation 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEES."

Employee Matters. (a) Buyer intends Effective as of the Closing Date, Purchaser may, in its sole discretion, offer to offeremploy 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 cause an Affiliate more Business Employees assigned to offerit as of the Closing Date, employment Purchaser or its Affiliates will offer “Comparable Jobs” (as such term is defined in Schedule 8.8(c)) to substantially all not less than 70% of the Business Employees who are identified on Schedule 2.19(f)(i) assigned to each such single site of employment 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 recommendation of the key management Closing Date. PLC and PLICO shall, and shall cause UDC-CA to, reasonably cooperate with Purchaser with respect to the transition of Business Employees. Without limiting the generality of the Partnership Entitiesforegoing, in either caseSellers shall not, on terms and conditions for each 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 shall be treated as are substantially comparablea “Transferred Employee” for purposes hereof. From and after the Closing Date, in subject to Applicable Law, (i) Purchaser agrees to credit each Transferred Employee with all unused vacation accumulated with PLC and its subsidiaries before 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 Closing Date in accordance with the Transition Services Agreement. In additionvacation policy set forth in Schedule 2.3(b), within fifteen plus any additional vacation that such Transferred Employee accumulates under Purchaser’s vacation policy (15taking into account the provisions of Section 8.8(b)), and (ii) days after Purchaser agrees to pay severance benefits in an amount no less than the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet Purchaser Severance Benefits to identify employees of the Selling Parties or any of their Affiliates Transferred Employee who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers has an involuntary termination of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans with Purchaser or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days for cause within 18 months 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 is made by Buyer 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 "TRANSFERRED EMPLOYEES."“

Employee Matters. (a) Buyer intends to offerEffective as of the Closing Date, the Transferred Entities or the Purchaser shall, or the Purchaser shall cause an Affiliate to offerits affiliates to, employ or continue the 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 chooseof, based on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee listed in Section 3.14(a)(i) of the Seller Letter who is actively employed by Seller or its affiliates as are substantially comparableof the Closing Date (each, in an “Active Employee”). Section 3.14(a)(i) of the aggregateSeller 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 industry standards for similarly situated employees located in the same geographic regionClosing to reflect employee terminations and other changes of employment status (e.g., as determined in good faith by Buyerreturn from authorized absences) through three (3) business days prior to the Closing; provided, however, that no new employee may be added to such employment to commence as contemplated in accordance with list following the Transition Services Agreementdate hereof. In addition, within fifteen (15) days after the execution For purposes of this Agreement, representatives any Business Employee who is not actively at work on the Closing Date due to an approved leave of Buyer absence (including due to short term or long term disability leave, 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 applicable policies of the Seller and its affiliates, shall be considered an Active Employee. Business Employees of the Selling Parties shall meet to identify Transferred Entities on the Closing Date and Business Employees who become employees of the Selling Parties Purchaser or any one of their Affiliates who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectivelyits affiliates, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any as of the Additional Employees are covered by employee benefit plans or programs 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 Parent the Seller Letter, although no longer employees of the Seller or any of its Affiliates other than Seller Plansaffiliates, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made continue to receive long-term disability benefits pursuant to an employee benefit plan sponsored by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Seller to the Closing Date and in no event more than fifteen (15) 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 is made by Buyer or an Affiliate of Buyer from accepting extent so provided under 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 "TRANSFERRED EMPLOYEESplan."

Employee Matters. (a) Buyer intends to offer, or 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 those employees of Seller listed on Exhibit 2.6(a) hereof (the "Employees"), subject to Buyer's standard hiring procedures, including, but not limited to, drug testing. Buyer will be afforded an opportunity to meet with and interview the Employees who are identified as less than full-time as it may choose, based on the recommendation 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 following execution of this Agreement; however, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or not extend 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 or otherwise announce or notify the Employees of Buyer's intentions regarding the Employees who will be offered employment by Buyer until after receipt of all necessary regulatory approvals of the transactions contemplated by this Agreement. The base salary for each Employee who receives an offer of employment from Buyer and accepts such offer (collectivelythe "Hired Employees") shall not be less than the base salary provided by Seller immediately prior to the Effective Time, subject to changes due to employment classification. With respect to Buyer's qualified plans, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Hired Employees are covered by employee will be treated as new hires; however, Hired Employees will immediately participate in welfare benefit plans maintained by Buyer without regard to pre-existing conditions or programs of Parent or any of its Affiliates other than Seller Planswaiting periods, if and to the Selling Parties shall provide Buyer with copies of extent that such employees are participating in Seller's welfare benefit plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 immediately prior to the Closing Date 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 prior service with Seller for purposes of 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 no event more than fifteen (15) days after 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. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEES."

Employee Matters. (a) Buyer intends to offer, or 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 recommendation 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer Purchaser or one or more of its Affiliates shall use commercially reasonable efforts offer employment to notify Selling Parties each Business Employee (other than Inactive Employees and the individuals set forth on Schedule 6.10(a) of the names Disclosure Letter) who is not employed by a Transferred Subsidiary, subject to the Closing and commencing as of those the Effective Time on the Closing Date. Such offer for employment shall provide (i) base pay that is no less than such Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate Employee’s rate of Buyer base pay as in effect immediately prior to the Closing Date and (ii) employee benefits (excluding equity and cash incentive compensation, retiree medical and defined benefit pension benefits) that are comparable in the aggregate to those provided to similarly situated employees of the Purchaser. 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 event more later than fifteen eight (15) days after 8) Business Days prior to the Closing Date. The Selling Parties 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 shall 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 or Additional Employee to whom an from accepting the offer of employment is made by Buyer 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 an Affiliate providing services to facilitate the collection of Buyer from accepting such offerall necessary onboarding paperwork. Business Employees and Additional Employees who accept offers of employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are under this Section 6.10 shall be referred to herein as "TRANSFERRED EMPLOYEES“Transferred Employees”. The employees employed by the Transferred Subsidiaries as of the Closing and the Transferred Employees shall collectively be referred to herein as “Continuing Employees”."

Employee Matters. (a) Buyer intends to offerParent shall, or 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 not later than full-time as it may choose, based on the recommendation 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 twenty (1520) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more Date, provide Buyer with an update to Schedule 5.16(c). Not later than fifteen (15) days after prior to the Closing Date. The Selling Parties Date (and their Affiliates subject to the satisfaction of Buyer’s standard employment onboarding processes and requirements), Buyer shall not discourage any Business Employee or Additional Employee shall cause an Affiliate of Buyer (including a Buyer’s Designee) to whom make an offer of employment to each Business Employee (other than a UK Business Employee) who is employed by an Asset Seller or another Subsidiary of Parent (other than the Acquired Company) (including each such Business Employee who is not actively at work on account of illness, disability or leave of absence (each, an “Inactive Employee”)) as of the date of such offer (each, a “Transferring Employee”). The parties acknowledge the applicability of TUPE to the transactions contemplated by this Agreement and that therefore the contracts of employment of the UK Business Employees (other than terms relating to any occupational pension plan) shall have effect from the Closing Date as if originally made by between Buyer or an Affiliate of Buyer from accepting such offerits relevant Affiliate. The parties shall comply with, 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 of the date of this Agreement, all Transferring Employees, including their name, job, title, annual salary, and Additional the name of their employer. Such offers of employment shall be effective as of, and contingent upon, the 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 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 from, and commence employment on the Closing (or, for any Inactive Employee, on his or her Transfer Date), with Buyer and become employees or any of its Affiliates or (ii) whose employment transfers to Buyer or an Affiliate thereof in accordance (including Buyer’s Designee) as a matter of law, together with all of the Transition Services Agreement are 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 herein as "TRANSFERRED EMPLOYEESthe “Affected Employees."” Parent shall, or shall cause its Affiliates to, terminate the employment of each Transferring Employee who accepts an offer of employment as described in this Section 8.2(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 not result in a termination of employment of any Affected Employee or otherwise trigger severance, termination or similar payments or benefits or any workforce notification or termination requirements, and that the 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 payments or benefits, Parent shall be solely responsible for such severance, termination or similar payments or benefits with respect to such Business Employees (except, for the avoidance of doubt, with respect to any Assumed PTO).

Employee Matters. (a) Buyer intends Between the date hereof and Closing, Sellers shall, in consultation with Buyer, implement a reduction in force and consolidation consistent with the long range plan that Sellers have delivered to offer, or cause an Affiliate to offer, employment to substantially all Business Buyers as set forth in Section 7.05 of the Disclosure Schedules the (“Long Range Plan”). Employees who are identified on Schedule 2.19(f)(iterminated in connection with such reductions in force being “Terminated Employees”. At least ten (10) as full-time Business Employees and may Days prior to the Closing, Buyer shall, or shall cause a Buyer Designee to, make an offer employment to such Business Employees who are identified as less than full-time as it may chooseof employment, based on the recommendation 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 and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates Closing, to each Employees who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 is employed immediately prior to the Closing Date and in no event more than fifteen (15) days after who will not be a Terminated Employee prior to the Closing Dateor a Transition Employee (each such Employee, an “Offered Employee”). The Selling Parties Each Offered Employee who receives and their Affiliates shall not discourage any Business Employee or Additional Employee to whom accepts such an offer of employment is made by with Buyer or an Affiliate of a 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 Designee is referred to herein as "TRANSFERRED EMPLOYEESa “Transferred Employee”, and Buyer shall, or shall cause the applicable Buyer Designee to, employ each Transferred Employee in accordance with such accepted offer as of the Closing. Buyer hereby agrees that the offers to the Offered Employees shall include, and for the period immediately following the Closing through 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 Offered Employee as of the date hereof, and (ii) benefit plans for the benefit or welfare of each Transferred Employee (each, a “Buyer Benefit Plan”), that are comparable in the aggregate to the benefits (except with respect to equity-based compensation and retention benefits) provided to such Offered Employee as of the date hereof."

Employee Matters. (a) Buyer intends to offershall, or Buyer shall cause an Affiliate to offerone of its Affiliates to, 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 recommendation 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 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 extend offers of employment to Seller’s employees set forth on Schedule 7.2(a) (collectivelythe “Target Employees”) (and such offers to Target Employees, the "ADDITIONAL EMPLOYEES"“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”). The Selling Parties agree that if any of At least two (2) Business Days prior to the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Closing, Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 all Target Employees on disability, family leave, sick leave or other approved leave of absence (other than vacation leave) as of the Additional EmployeesClosing Date. Buyer or one or more Seller and the officers of its Affiliates Seller shall use commercially reasonable efforts to notify Selling Parties 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 what is paid to such Target Employee by Seller as of the names 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 those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer the day prior to the Closing Date and in no event more than fifteen (15) days after the Closing DateClosing. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of Target Employees who commence employment is made by with Buyer 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 pursuant to a Transfer Offer shall be referred to herein as "TRANSFERRED EMPLOYEES“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 in any other employee of Seller, to employment with Buyer or any Affiliate of Buyer. All compensation, including base salary or wages, commissions, bonuses and benefits payable by Seller to or on behalf of the Transferred Employees which is required to be paid on or before such Transferred Employee’s Employment Commencement Date, shall be vested and paid or otherwise discharged in full by Seller on or prior to such Transferred Employee’s Employment Commencement Date. Each Transferred Employee shall cease all active participation in and accrual of benefits under the Employee Plans as of the day immediately preceding such Transferred Employee’s Employment Commencement Date.

Employee Matters. (a) On or before the Closing Date, Buyer intends to offer, or cause an Affiliate to offer, will give offers of employment to substantially all Business Employees who are each employee identified on Schedule 2.19(f)(i6.08(a) as full-time Business Employees and may offer employment to such Business Employees (other than those employees who are identified as less than fullnot actively employed due to short-time as it may chooseterm disability, based 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 recommendation 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 key management of the Partnership Entities, in either case, Transferred Employees on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, comparable to industry standards for those provided to similarly situated employees located in the same geographic region, as determined in good faith by of 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the Buyer to an Additional Employee shall be on at least the 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 occurrence of the Additional EmployeesClosing. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the Seller in writing the names of those Business 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 and Additional Employees that accept such employment offers from (except as described below). Notwithstanding the foregoing, Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee be required to whom make an offer of employment to an employee whom Buyer is made 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 Affiliate approved leave of Buyer from accepting absence, but effective as of, and conditioned upon, the commencement of active employment of such offerLOA Employee. Business Employees A LOA Employee who receives and Additional Employees who accept 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 become employees shall be treated as an employee of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred Seller prior to herein as "TRANSFERRED EMPLOYEESthe commencement of active employment for all purposes (including for purposes of this Section 6.08)."

Employee Matters. (a) Buyer intends Prior to offerClosing, or 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 recommendation 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates Sellers shall use commercially reasonable efforts to notify Selling Parties 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 the names employment, for employment effective as of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date, in Purchaser’s sole discretion (“Transfer Offer”); provided that Purchaser shall, and shall cause its Affiliates to, comply will all employment Laws, including anti-discrimination Laws, in connection with making such offers of employment. The Selling Parties Employees who accept such Transfer Offers and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of begin employment is made by Buyer with Purchaser 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 Purchaser shall be collectively referred to herein as "TRANSFERRED EMPLOYEES“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 to whom it made a Transfer Offer (no later than three Business Days after making such Transfer Offer), and (ii) in a reasonable timeframe (but in any event within three Business Days of receiving a response from the applicable Transferred Employee and no later than immediately prior to the Closing) with 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 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) employment by it of each Transferred Employee who has accepted a Transfer Offer. Effective as of the Closing, each Transferred Employee previously employed by such Seller shall cease to be an employee of such Seller and become an employee of the Purchaser on comparable terms.

Employee Matters. (a) Buyer intends to offer, or 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 recommendation 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 Within forty five (1545) days after the execution filing of this Agreementthe Bankruptcy Case, representatives the Buyer shall provide the Sellers with a list of Buyer and the Selling Parties shall meet to identify all employees of the Selling Parties or any of their Affiliates who are not Business Employees and Sellers to whom the Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plansintends to offer employment, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by and the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more any of its Affiliates shall promptly thereafter make offers of employment to 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 by Buyer for use commercially reasonable efforts by Buyer and its Affiliates in determining whether to notify Selling Parties make offers of employment to such persons. Any such offer of employment by the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer prior to its Affiliates shall be made for employment commencing on the Closing Date and in no event more shall be, at a minimum, consistent with the Buyer's standard compensation arrangements other than fifteen (15) days after 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 (or have been) hired by the Buyer or any of its Affiliates as of the Closing Date (any such employee shall be referred to herein as a "Transferred Employee"). The Selling Parties and their In the event that neither the Buyer nor any of its Affiliates shall not discourage any Business Employee or Additional Employee to whom makes an offer of employment is made to any employee of a Seller identified by the Buyer or an Affiliate 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 the Buyer from accepting on such offer. Business Employees and Additional Employees list who does not accept the offer of employment from Buyer and become employees of Buyer or any of its Affiliates), then the Buyer shall promptly reimburse the Sellers for any retention bonus or related payment that is due to any such employee upon the consummation of the transactions contemplated by this Agreement. Transferred Employees shall be employed on an Affiliate thereof at will basis, and no provision of this Agreement shall be construed as 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 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 Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESSellers a third party beneficiary of this Agreement."

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) 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 intends shall jointly prepare and approve a notice to offerbe sent to the Rehired Employees as of the Closing Date, or cause advising such Rehired Employees of the sale of the Business, their termination as Seller’s employees and Buyer’s offer of employment. Within 5 days following the Closing Date, if Buyer wishes to hire any employee of Seller who was not a Rehired Employee and such employee is still an Affiliate employee of Seller at that time and not subject to offerany employment agreement which cannot be terminated without payment of any kind by Seller, Buyer shall so notify Seller, Seller shall terminate the employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees of such employee, and may Buyer shall offer employment to such Business employee. Buyer will hire the Rehired Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, on mutually agreeable terms and conditions for each Business 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 of employment or engagement, and all 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 as are substantially comparableemployed by Buyer will include such employee’s term of service with Seller, in and the aggregateRehired Employees employed by Buyer will receive full health care benefits, 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 consistent with the Transition Services Agreement. In additionhealth care benefits currently offered by Seller, within fifteen (15) days after the execution of this Agreement, representatives of beginning immediately upon their employment with Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made unless otherwise provided by the Buyer relevant benefit plan. Seller has no obligation to an Additional Employee shall be on at least the same basis as the offers Buyer makes continue to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days employ after the Closing Date. The Selling Parties and their Affiliates shall any person who is not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESa Rehired Employee."

Employee Matters. (a) Buyer intends Following the date hereof and prior to offerthe Closing Date, Regency shall, or shall cause an the Acquired Companies or another Affiliate of Regency to offeroffer to employ as a direct employee of Regency, employment to the Acquired Companies or another Affiliate of Regency each employee of Contributor (i) who is assigned to, and devotes substantially all Business Employees who are of his or her time to, providing services to the Acquired Companies, each of whom shall be identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment by Contributor in a list to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation 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, be provided 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, Regency within fifteen thirty (1530) days after the execution of this Agreement, representatives of Buyer 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 Execution Date (collectively, the "ADDITIONAL EMPLOYEES"“Dedicated Employees”). The Selling Parties agree that if any , 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 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 Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller PlansContributor Disclosure Schedule (collectively, the Selling Parties shall provide Buyer “Listed Employees”, and together with copies of such plans or programs as promptly as practicable after such Additional the Dedicated Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional and Shared Employees, the Selling Parties “Offered Employees”). Such offers shall prepare be for employment with substantially the same title and submit position, and with (i) a base pay or salary rate at least equal to Buyer a list of the Additional Employees. Buyer base pay or one or more of its Affiliates shall use commercially reasonable efforts salary rate as in effect with respect to notify Selling Parties of the names of those Business Employees and Additional Employees that accept each such employment offers from Buyer or any other Affiliate of Buyer Offered Employee immediately prior to the Closing Date and (ii) bonus opportunities and employee benefits no less favorable in no event more the aggregate than fifteen (15) days after the bonus opportunities and employee benefits offered or provided to similarly situated employees of Regency and its Affiliates. 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. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Offered Employees who accept such offers of employment from Buyer and become employees of Buyer Regency or an Affiliate thereof in accordance with the Transition Services Agreement its Affiliates are referred to herein as "TRANSFERRED EMPLOYEES“Transferred Employees."” Such employment of Transferred Employees as direct employees of Regency, the Acquired Companies or another Affiliate of Regency (as applicable) shall commence effective as of the Closing Date.

Employee Matters. (a) Buyer intends to offer, or 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 upon such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee of employment as are substantially comparable, in the aggregateBuyer may establish, to industry standards for similarly situated certain of the employees located in of Employer who primarily perform services with respect to the same geographic regionoperation of the Business as of the Closing Date; provided, as determined in good faith by Buyerthat if, such employment prior to commence as contemplated in accordance with the Transition Services Agreement. In addition, within fifteen (15) date which is 180 days after the execution Closing Date, Buyer terminates the employment of this Agreement, representatives any employee listed on Schedule 5.13(d) employed by Buyer as of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date other than "for cause" as described in the Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (the "Severance Plan"), Buyer shall 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 the Closing Date in an amount and upon such terms as set forth in the Severance Plan (but in no event more than fifteen six months' severance benefits for any employee); provided, further, Buyer shall not be required to make any such severance payments with respect to any employee who is hired by TCI or any of its direct or indirect wholly-owned subsidiaries (15including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to Seller a notice containing the names of employees of the Business to whom Buyer intends to offer employment on the Closing Date (the "Employee List"); provided, that (i) if the Closing has not occurred, Buyer may deliver to Seller a notice updating the Employee List on the date which is 150 days after the Closing Date. The Selling Parties date of this Agreement and their Affiliates (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 any notice delivered by Buyer updating the Employee List shall not discourage any be deemed effective if the Closing occurs fewer than 60 Business Days after delivery to Seller of such updated Employee or Additional Employee List. TCI shall cause Employer to whom an offer terminate the employment of employment is made all such employees hired by Buyer or an Affiliate as of Buyer from accepting such offerthe Adjustment Time. Business Employees Seller shall undertake to provide to all affected employees and Additional Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with any other necessary persons any notice that may be required under the Transition Services Agreement are referred WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to herein as "TRANSFERRED EMPLOYEESthe Adjustment Time relating to employees, including severance obligations."

Employee Matters. (a) Prior to the Closing, the Buyer intends to shall offer, or cause an Affiliate a Buyer Designee to offer, to employ all Current Employees of the Business who: (i) are not then on authorized leave of absence, sick leave, short or long term disability leave, or military leave (“Active Employees”) with employment commencing as of the Closing; and (ii) are then on authorized leave of absence, sick leave, short or long term disability leave, or military leave and who return to substantially active employment immediately following such absence and within six (6) months of the Closing Date, or such later date as required under applicable Laws (“Inactive Employees”) with employment (the “Return Deadline”). For purposes of this Agreement, each Active Employee and Inactive Employee who receives 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 Business Offerees. Each Offeree who accepts an offer of employment and actually commences employment on the applicable Employment Commencement Date is hereinafter referred to as a “Transferred Employee” and the “Employment Commencement Date” as referred to herein shall mean (x) as to those Transferred Employees who are identified on Schedule 2.19(f)(iActive Employees, the Closing Date, and (y) as full-time Business to those Transferred Employees who are Inactive Employees, the date that is on or prior to the Return Deadline, on which the Transferred Employee begins employment with Buyer or a Buyer Designee. For the avoidance of doubt, if an Inactive Employee does not return to active employment on or prior to the Return Deadline, Buyer and may its Affiliates shall have no obligation to offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, on terms Inactive Employee 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 none of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plansshall have any liability with respect to such Inactive Employee. The Buyer hereby agrees to provide, the Selling Parties shall provide Buyer with copies or cause one of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer Designee to an Additional provide, each Transferred Employee shall be on at least during the same basis as one (1) year period immediately following the offers Buyer makes Closing Date or, if earlier, until such Transferred Employee ceases to Business Employees. Promptly following such agreement regarding provide services to the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any of its Affiliates, (i) base salary or other Affiliate of Buyer 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 Date, and (ii) other employee benefits (including periodic (whether annual or otherwise) cash incentive compensation opportunities) that are substantially comparable in no event more than fifteen the aggregate to the other employee benefits (15including periodic (whether annual or otherwise) days after cash incentive compensation opportunities) provided to such Transferred Employee by the Selling Entities immediately prior to the Closing Date; provided that, for purposes of 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 Selling Parties and their Affiliates agree that no Transferred Employee shall not discourage any Business Employee have, or Additional Employee be deemed to whom an offer have, experienced a “separation from service” within the meaning of employment is made by Buyer or an Affiliate Section 409A 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 "TRANSFERRED EMPLOYEESCode."

Employee Matters. (a) Buyer intends shall, on or before the Closing Date, offer to offeremploy Kevin Lunau, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(iChristopher Pixxxx xxx xx lexxx xxxxxxx-xxxx percent (75%) 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 recommendation of the key management 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 Partnership Entities, in either case, "Retained Employees") on terms and conditions for each Business Employee as of employment including without limitation, salary, benefits, position and responsibilities, which are substantially comparableno 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, in the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, such Buyer will not offer employment to commence as contemplated in accordance with the Transition Services Agreementeither John Saringer or Jean-Pierrx Xxxxxxxxxxr. In additionTxx Xxxxx xxxxx xxxxxxx, within fifteen (15) days after the execution date of signing of this Agreement, representatives to the Seller a list identifying the Retained Employees, failing which the Retained Employees shall consist of Buyer and the Selling Parties shall meet to identify all employees of the Selling Parties or any Seller employed on the Closing Date. Buyer shall recognize the period of their Affiliates employment of the Retained Employees who are not Business Employees and to whom Buyer and accept the Selling Parties agree that Buyer may make offers Buyer's offer of employment (collectively, the "ADDITIONAL EMPLOYEESAccepting Employees")) with Seller up to the Closing Date for all purposes as if such service had occurred with Buyer. The Selling Parties agree that if 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 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 Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 date ten (10) days prior to the Closing Date Date, shall value such Accrued Employee Benefits at the rates of pay in effect as of such date, and in no event more than fifteen (15) days after shall pay Buyer at the Closing Date. The Selling Parties and their Affiliates shall cash equal to the value of such Accrued Employee Benefits, for that portion of the Accrued Employee Benefits not discourage any already provided for in the December 1996 Statements or the Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESPlan."

Employee Matters. (a) Buyer intends No later than thirty (30) days after the date of this Agreement, Sellers shall deliver to offer, or cause an Affiliate to offer, employment to substantially all Purchaser a list of the Business Employees who are identified on Schedule 2.19(f)(ias of such date and no later than twenty-one (21) as full-time days prior to the reasonably anticipated Closing Date, Sellers shall deliver to Purchaser an updated list of the Business Employees as of such date (which identifies the number of Business Employees on approved leave of absence), and may offer 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 “Leave Employees”) shall not become employed by Purchaser, Newco or their Affiliates as of the Closing, but shall become employed by Purchaser, Newco or their Affiliates upon the return of such Business Employee to active employment at the termination of such leave, but only if such Business Employee returns to active employment no later than the first anniversary of the Closing (and Sellers shall retain full liability and responsibility of such Business Employees who until they are identified as less than full-time as it may choosetransferred to Purchaser, based on Newco or their Affiliates in accordance with this Section 5.6(a)). From the recommendation Closing through the first anniversary of the key management of the Partnership EntitiesClosing, in either case, on terms and conditions for Purchaser shall provide to each Business Employee who is employed with Purchaser or any of its Subsidiaries as of the Closing (each, a “Transferred Employee” and collectively, the “Transferred Employees”), provided that a Leave Employee shall not be treated as a Transferred Employee until the expiration of the 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 (other than equity compensation and benefits) that are substantially comparable, no less favorable in the aggregateaggregate than the compensation and benefits provided immediately prior to the Closing. Notwithstanding the foregoing, with respect to industry standards for similarly situated employees located in any Transferred Employee who becomes subject to a collective bargaining agreement after the same geographic regionClosing Date, as determined in good faith all compensation and benefits treatment afforded to such Transferred Employee by Buyer, such employment to commence as contemplated Newco shall be provided only in accordance with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESapplicable collective bargaining agreement."

Employee Matters. (a) Buyer intends Unless in connection with the transactions contemplated by this Agreement a Person employed by a Seller transfers automatically to offerthe Purchaser under applicable Law, the Purchaser (or cause an Affiliate to offerone of its Affiliates) shall, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) effective as full-time Business Employees and may 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 Business Employees who are identified as less than full-time as it may choose, based on the recommendation 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 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 Transition Services Agreement. In additionPurchaser (or one of its Affiliates) and commences work for the Purchaser (or one of its Affiliates) on the Closing Date, within fifteen (15) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees become an employee of the Selling Parties Purchaser (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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any one of its Affiliates other than Seller Plans(including the Transferred Subsidiaries)) on the Closing Date (or any later date required by Law) and is referred to herein as a “Hired Employee.” For a minimum of one year following the Closing Date or any longer period required by applicable Law, the Selling Parties Purchaser shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made (i) pay the same cash compensation payable by the Buyer applicable Seller or Transferred Subsidiary to an Additional such Hired Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 immediately prior to the Closing Date 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 in no event more than fifteen (15iii) days after maintain Hired Employees’ positions and working conditions applicable to each such Hired Employee as of immediately prior to the Closing Date. The Selling Parties Purchaser and their 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 the Purchaser and its Affiliates; provided that such recognition of service will not discourage operate to duplicate any Business benefits with respect to any Hired Employee. The Purchaser or its Affiliate shall, for at least 90 days following the Closing Date, not terminate any Hired Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESother than “for cause."”

Employee Matters. (a) At least twenty (20) days prior to the Closing Date, Buyer intends shall deliver to offerSeller 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 an Affiliate to offer, such Non-Transferred Employee’s employment to substantially terminate immediately prior to the Closing Date. Buyer agrees that it shall promptly reimburse Seller for all Business Severance Benefits incurred by Seller or its Affiliates in connection with the termination of employment of all Non-Transferred Employees (other than those Non-Transferred Employees whose employment with the Company terminates (or who are identified receives notice of such termination) prior to the date on Schedule 2.19(f)(iwhich the schedule referenced in this Section 5.7(a) as fullis 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-time Business Employees and may offer Transferred Employee whose employment is reassigned pursuant to such Business Employees who are identified as less than fullclause (i) above, and, provided, further, that Buyer’s obligation to reimburse Seller for severance obligations incurred with respect to any Non-time as it may choose, Transferred Employee whose employment is reassigned pursuant to clause (i) above shall be based on the recommendation lesser of (A) the employee’s base salary as in effect on the date such employee’s employment with the Company terminates and (B) the employee’s base salary as of the key management 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 following the Closing Date, Buyer shall reimburse Seller for the amount of Severance Benefits paid by Seller with respect to such Non-Transferred Employee. Except as may be specifically provided in this Agreement, as of the Partnership EntitiesClosing Date, the active participation in either caseeach Seller Benefit Plan of all Transferred Employees will cease and no additional benefits will be accrued thereunder for such employees with respect to their service on or after the Closing Date. Except as may be specifically provided in this Agreement, on terms prior to the 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 the Company and conditions for the Transferred Employees in each Business Employee 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 substantially comparablenot less favorable to the Transferred Employees, in the aggregate, than those provided to industry standards for similarly situated employees located in the same geographic regionTransferred Employees immediately before the Closing (including pursuant to Seller Benefit Plans); provided, as determined in good faith by Buyerhowever, such employment that, with respect to commence as contemplated in accordance with the Transition Services Agreement. In additionseverance, within fifteen (15) days after the execution of this AgreementBuyer shall provide, representatives of Buyer and the Selling Parties shall meet or cause to identify employees of the Selling Parties or any of their Affiliates be provided, Severance Benefits to Transferred Employees who are not Business Employees and to whom Buyer and the Selling Parties agree terminated from their employment through January 1, 2006 at a level that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on is at least as favorable to such Transferred Employees as was applicable to such Transferred Employees on the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 day immediately prior to the Closing Date Date, and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates such period, any severance paid to Transferred Employees shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 be as "TRANSFERRED EMPLOYEESdetermined under Buyer’s severance practice."

Employee Matters. (a) Buyer intends . Prior to offerthe Closing Date, or cause an Affiliate Parent shall (contingent on the Closing) offer employment at the Surviving Corporation to offerthe Key Employees and the Company Employees set forth on Schedule 7.3(l), and, promptly following the Closing, Parent shall offer employment at the Surviving Corporation to substantially all Business Employees who are identified Company Employees, which offers of employment shall be made 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 recommendation of the key management of the Partnership Entities, in either case, on terms and conditions as determined by Parent and subject to 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 each Business (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 as are substantially comparable, who accepts Parent’s offer of employment pursuant to this Section 5.12 (the “Continuing Employees”) shall be entitled to participate in the aggregate, to industry standards for employee benefit plans of Parent (each a “Parent Plan”) on the same terms and conditions as similarly situated employees located in the same geographic regionof Parent and its Subsidiaries. Effective as of, 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 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 (collectivelyfollowing, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Closing, Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties provide (or cause its applicable subsidiary or affiliate to use commercially reasonable efforts to provide) credit for each Continuing Employee’s length of service with the names Company for all purposes of those Business Employees eligibility, vesting and Additional Employees that accept vacation entitlement under each Parent Plan, but such employment offers from Buyer or prior service credit will not be required (i) with respect to accrual of benefits under any other Affiliate of Buyer prior defined benefit plan, (ii) to the Closing Date and extent that it results in no event more than fifteen a duplication of benefits, or (15iii) days after with respect to the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer vesting of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESawards under Parent’s equity compensation plans, if any."

Employee Matters. (a) No later than twenty (20) days prior to Closing, Seller shall provide Buyer intends to offer, or 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 recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each with a revised Business Employee Data List (including the list of Business Employees) which is current 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 Agreementof that date. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 a minimum of eighty percent (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any 80%) of the Additional Business Employees are covered (as selected by employee benefit plans or programs of Parent or any of Buyer in its Affiliates other sole discretion), commencing on the Closing Date. No later than Seller Plansten (10) days prior to the Closing, the Selling Parties Buyer shall provide Buyer Seller with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees who have received and Additional accepted offers of employment with Buyer commencing on the Closing Date (each such Business Employee, a “Continuing Employee”). The terms and conditions of the salary (or hourly wage rate, as applicable), other compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be the same as those provided to similarly-situated employees of Buyer and its Affiliates as of the Closing Date; provided that accept 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 offers from Buyer or any other Affiliate one of Buyer 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 Closing Date employment of each Continuing Employee who has received and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom timely accepted an offer of employment is made by with Buyer 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 this Section 10.4(a) In the Transition Services Agreement are referred 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 pay to herein as "TRANSFERRED EMPLOYEESSeller 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. Notwithstanding the foregoing, Buyer shall not assume any other obligations under any severance/retention agreement with any Company, AEC Subsidiary, Seller or Seller Parent Guarantor or under any other EMES Employee Benefit Plan with respect to the Key Employee(s) or any other Business Employee."

Employee Matters. (a) Buyer intends shall offer equivalent employment at the Auctioned Assets to offerthose employees of Seller regularly assigned by Seller to work at the Auctioned Assets on the Closing Date in the job titles and facilities listed in Schedule 9.01(a) (all such employees described above and those individuals described in the following sentence being hereinafter referred to as "Affected Employees"). Affected Employees include each such 64 57 employee of Seller who is not actively at work on the Closing Date due solely to a temporary short-term absence, whether paid or cause unpaid, in accordance with applicable policies of Seller, including as a result of vacation, holiday, personal time, leave of absence, union leave, short- or long-term disability leave, military leave or jury duty. Affected Employees whether or not they accept an Affiliate offer of employment from Buyer shall cease to offerbe employees of Seller on the Closing Date and, to the extent they accept an offer of employment from Buyer, their period of employment by Buyer shall begin on the Closing Date. Seller shall be responsible for any obligation to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment provide employee benefits to an Affected Employee prior to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation employee's period 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 employment by Buyer. All such offers of employment will be made (x) in accordance with all applicable laws and regulations, such employment to commence as contemplated 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 Transition Services Agreement. In addition, within fifteen Local 1-2 Collective Bargaining Agreement (15) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"as defined in Schedule 9.01(b)). The Selling Parties agree that if any of the Additional Employees are covered Each Affected Employee who becomes employed by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer pursuant to an Additional Employee this Section 9.01(a) shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 EMPLOYEESContinued Employee". 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 relieved from the full liabilities and the full financial responsibility under this Article IX."

Employee Matters. (a) (i) Not later than 10 days prior to the expected Closing Date, the Buyer intends to offer, or 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 shall offer employment to such Business Employees who are identified as less than full-time as it may chooseeach Company Employee, based on which offer of employment shall be subject to the recommendation Closing occurring and shall include (A) a rate of base salary or wages equal to 100% of the key management rate of the Partnership Entities, base salary or wages in either case, on terms and conditions for each Business effect with respect to such Company 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 immediately prior to the Closing Date and (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 that is 90 days following the Closing Date (or such later period if required by Law) and is capable of performing his or her job duties as in effect immediately prior to the 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 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 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 event more interruption or break in service and no termination of employment. The Buyer shall not fire or otherwise discharge any Continuing Employees other than fifteen (15) for cause until 45 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 is made by Buyer 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 "TRANSFERRED EMPLOYEES."

Employee Matters. (a) Buyer intends to offer, or (i) Seller shall cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(inot Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date;(ii) as fullBuyer 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-time Closing Offer at least fifteen (15) Business Employees and may offer employment Days prior to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation completion of individual elements of the key management Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the Partnership Entitiesremaining TSA Support Employees, in either case, on terms and conditions for each which shall be issued at least fifteen (15) Business Employee as are substantially comparable, in Days prior to 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 completion of individual elements of the Transition Services Agreement. In additionEach 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, within fifteen (15) days after the execution of this Agreementincluding with respect to any applicable background checks and drug testing, representatives 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 the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees its Affiliates. Seller and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to notify Selling Parties 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 names Closing Date, 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 those Business Employees employment shall be contingent and Additional Employees that accept effective upon the employee’s return to active employment, provided such return to employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen occurs within six (156) days months after the Closing Date. The Selling Parties To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and their Affiliates such employees are paid severance by Seller, Buyer shall not discourage 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 Business Employee or Additional Employee to whom an offer portion of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. the Business Employees employed with Seller and Additional Employees who accept employment from Buyer and become employees its Affiliates for a period running concurrently with the term of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to herein as "TRANSFERRED EMPLOYEESfacilitate 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."

Employee Matters. (a) Buyer intends Purchaser will make Comparable Job Offers (as defined below) on or about the Closing Date (to offerbe effective as of the Effective Time) to all Employees (i) whose names appear on Schedule 6.8(c) as of the date of this Agreement (or, with the consent of Purchaser, as of the Closing Date), (ii) who are employed by Seller immediately prior to the Closing Date, and (iii) who are not Excluded Employees (each, a “Covered Employee”). Purchaser will communicate offers of at-will employment in a form determined by Purchaser and which form is not reasonably objected to by Seller. All Covered Employees shall be offered at-will employment with Purchaser (i) in a comparable position as such Covered Employee’s position with Seller on the date hereof, (ii) with annual base salary, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified weekly or hourly rate of pay which is no less than such Covered Employee’s pay with Seller indicated on Schedule 2.19(f)(i6.8(c) 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(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 recommendation Closing Date, and (iv) with a work status (full or part-time, including number of hours-per-week worked) that is not changed from that indicated on Schedule 6.8(c) (a “Comparable Job Offer”). Each Covered Employee who 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 Purchaser who on the key management Closing Date is on military leave, sick leave, maternity leave, short-term disability or other leave of the Partnership Entitiesabsence approved by Seller in accordance with past practice, in either caseexcept as required by applicable law and is named on Schedule 2.5(a)(ii) (each, an “Employee on terms and conditions for each Business Leave”), Purchaser need only employ such Covered Employee as are substantially comparable, in the aggregate, on an at-will basis beginning after such absence if such Covered Employee returns 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 additionterms of such Covered Employee’s leave, within fifteen (15) days provided that such Covered Employee commences active employment with Purchaser no later than six months after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees commencement 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identifiedleave. Any such offers of Employee on Leave who commences active employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 with Purchaser in accordance with the Transition Services Agreement are preceding sentence will cease employment with Seller at the end of such leave of absence and the date of commencement of active employment with Purchaser in accordance with the previous sentence shall be referred to herein as "TRANSFERRED EMPLOYEESthe “Transfer Date."” Seller shall 14 cooperate in facilitating the performance of 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) Buyer intends will deliver a schedule to offer, or cause an Affiliate Seller at least five business days prior 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 recommendation Closing Date of the key management Seller employees (the "Proposed Transferred Employees") to be offered employment by Buyer as of the Partnership Entities, in either case, Closing Date on terms and conditions for each Business Employee substantially the same (that are as are substantially comparabledetermined by Buyer, in the aggregate, to industry standards for similarly situated employees located not materially less favorable than the) terms as are in effect on the same geographic regiondate hereof provided, however, all Proposed Transferred Employees will be required as determined in good faith by Buyer, such a condition of employment to commence as contemplated execute employment, confidentiality and inventions assignment agreements in accordance with the Transition Services Agreementa 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. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify Those Seller employees of the Selling Parties or any of their Affiliates who are not Business identified as Proposed Transferred Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEESExcluded Employees"). The Selling Parties agree that if any of ) will be listed on the Additional Employees are covered Schedule as such and will be terminated by employee benefit plans Seller on or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties Buyer will, on Closing, reimburse Seller for all amounts paid to the Excluded Employees with respect to obligations and their Affiliates 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 five employees of Seller who have been previously identified by Seller and that Seller anticipates will be among the Excluded Employees that the aggregate Severance Liability (as hereinafter defined) shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer or an Affiliate of Buyer from accepting such offerexceed $210,000. Business Employees and Additional Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with As used herein, the Transition Services Agreement are referred to herein as term "TRANSFERRED EMPLOYEES."

Employee Matters. (a) Conditioned upon Closing, Buyer intends to offer, or 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 recommendation shall make offers 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 immediately after the Closing to those Employees identified as contemplated “Offered Employees” in accordance with Section 8.6(a) of the Transition Services Agreement. In addition, Disclosure Schedule (the “Offered Employees”) as promptly as reasonably practicable and in any event within fifteen thirty (1530) days after the execution date of this Agreement, representatives of Buyer Agreement 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 (collectively, to commence immediately after the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any Closing to those Employees identified as “Additional Employees” in Section 8.6(a) of the Disclosure Schedule (the “Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs Employees”) as promptly as reasonably practicable and in any event no later than thirty (30) days after such the date of this Agreement. Buyer must provide the Offered Employees and Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least five (5) days to accept the 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 Additional Employeesoffers. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties Sellers in writing of the names of those Business Employees who: (i) received offers of employment, (ii) accepted the offers and Additional Employees that (iii) rejected or failed to accept such employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and offers, in each case no event more later than fifteen five (155) days after the Closing Dateexpiration of the five-day period allowed to accept the offers. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer or an Affiliate of Buyer from accepting Each such offer. Business Offered Employees and Additional Employees who accept employment from (i) accepts such offer on or before the Closing Date, (ii) passes a background check and a drug screen to be conducted by Buyer in its sole discretion prior to Closing, and become employees (iii) reports to work on the Closing Date (or, if any Employee is on an approved absence (including vacation or illness), following the conclusion of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are approved absence) is hereinafter referred to herein as "TRANSFERRED EMPLOYEESa “Transferred Employee."” Section 8.6(a) of the Disclosure Schedule shall be updated as changes occur to the information contained in such list to reflect new hires, terminations or other personnel changes occurring between the date hereof and the Closing Date.

Employee Matters. (a) Buyer intends to offerEffective as of (i) the First Closing Date, or cause an Affiliate to offer, Sellers will terminate the employment to substantially of 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 recommendation 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 and the Selling Parties shall meet to identify employees of the Selling Parties or any Business related to the First Closing Acquired Assets (the “First Closing Business Employees”) effective as of their Affiliates who are not 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 Employees related to the Second Closing Acquired Assets (the “Second Closing Business Employees” and to whom Buyer and together with the Selling Parties agree that Buyer First Closing Business Employees, collectively, the “Business Employees”) effective as of the close of business on the Second Closing Date. Purchaser may make offers of at-will employment, or may enter into employment (collectivelyagreements with, the "ADDITIONAL EMPLOYEES")certain Business Employees who meet all of Purchaser’s hiring criteria. The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates Sellers shall use commercially their reasonable best efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage cause any Business Employee or Additional Employee offered employment by Purchaser to whom an accept such offer. Those Business Employees who accept Purchaser’s offer of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Employees who accept employment from Buyer and shall become employees of Buyer Purchaser (“Transferred Employees”) pursuant to the terms of Purchaser’s offer of employment. Notwithstanding the foregoing, Purchaser will not be required to (i) hire any Business Employees, (ii) maintain any Transferred Employees at the same position, title or level of 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 employment agreement that is a Transferred Contract or an Affiliate thereof 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 defining the obligations between Sellers and Purchaser concerning the Business Employees, and will in accordance with the Transition Services Agreement are referred to herein no way be construed as "TRANSFERRED EMPLOYEEScreating any employment contract or other Contract between Purchaser and any employees of Sellers or any Transferred Employee."

Employee Matters. (a) Buyer intends Effective as of the Closing, the Acquirors shall offer to offeremploy on an at-will basis each of the primary-care business unit field sales force and management personnel and internal Elan personnel dedicated to the Businesses, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified in each case as set forth on Schedule 2.19(f)(i8.10 of the Elan Disclosure Sched- ule (collectively, the "Employees") who is actively employed as full-time Business Employees of the Closing, in each case with substantially the same responsibilities and may offer employment duties and at a total base salary plus target bonus opportunity or hourly rate not less than the total base salary plus target bonus opportunity or hourly rate then applicable to such Business Employees who are identified as less than full-time as it may chooseEmployee immediately prior to the Closing, based on the recommendation 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, with such employment to commence as contemplated in accordance with of the Transition Services AgreementClosing. Such offers of employment shall be delivered to applicable Employees prior to the Closing. For purposes of this Section 8.10(a), an Employee will be treated as "actively employed" if as of the Closing such person is actively at work, or on vacation, holiday, jury duty, military leave, sick leave (not including short-term or long-term disability) or bereavement leave. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees each Employee who as of the Selling Parties 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. The Acquirors shall not be required to offer to employ any Employee who (i) is on long-term disability as of the Closing or (ii) is on short-term disability as of the Closing and goes on long-term disability 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 Affiliates who are not Business Employees sole discretion the terms and to whom Buyer and the Selling Parties agree that Buyer may make offers conditions of employment (collectivelyto be offered to Employees. Effective as of the Closing, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any Elan Companies shall terminate the employment of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional each Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom who receives an offer of employment is made by Buyer 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 the Acquirors in accordance with this Section 8.10(a). Each Employee who becomes employed by the Transition Services Agreement are Acquirors is herein referred to herein as a "TRANSFERRED EMPLOYEESHired Employee"."

Employee Matters. Refinery Buyer (ain the case of Seller's employees) and Refinery Buyer intends to offeror Pipeline Buyer (in the case of the Company's employees) shall offer in writing, or cause an Affiliate to offereffective as of Closing, employment to substantially all Business Employees who are of Seller's and the Company's employees identified on Schedule 2.19(f)(iin SCHEDULE 9.10(A) (the "Personnel") 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 recommendation 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 AgreementClosing. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates The Personnel who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make accept offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment Buyer made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date shall hereinafter be referred to as the "Transferred Employees". All employment offers made to the Personnel pursuant to this Section 9.10 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 more less than fifteen (15) 15 days after prior to the Closing Date) and shall be Comparable Offers. The Selling Parties 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 their Affiliates 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 memoranda of agreement listed on SCHEXXXX 0.0(X) (the "PACE Local 4-202 Labor Agreements"). Effective as of the Closing, Refinery Buyer shall not discourage adopt and assume all of Seller's obligations (excluding any Business Employee obligations that accrued prior to the Closing, except to the extent otherwise expressly provided in this Agreement) under the PACE Local 4-202 Labor Agreements. All obligations of Refinery Buyer under this Xxxxxxx 0.10 shall be binding upon any Affiliate of Refinery Buyer who acquires the Facility or Additional Employee to whom an offer any material portion of employment is made by 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 (whether from Refinery Buyer or a successor or assign of Refinery Buyer) at the Closing to expressly assume and agree to perform such obligations and to make Seller an Affiliate express third party beneficiary of Buyer from accepting such offer. Business Employees assumption 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 "TRANSFERRED EMPLOYEESagreement."

Employee Matters. (a) Buyer intends At least 15 Business Days prior to offerthe Closing Date, or cause Purchaser shall extend to each Business Employee set forth on Schedule 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 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an Affiliate opportunity to offercomment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment to substantially all and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who are identified on Schedule 2.19(f)(i) accept such Transfer Offers and begin employment with Purchaser 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 recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee Closing Date shall be collectively referred to herein as are substantially comparable, in the aggregate, to industry standards for similarly situated employees located in the same geographic region, “Transferred Employees.” Nothing herein shall be construed as determined in good faith a representation or guarantee 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 and the Selling Parties shall meet to identify employees of the Selling Parties any Seller or any of their respective Affiliates who are not Business that any or all Scheduled Employees and to whom Buyer and employed by Sellers will accept the Selling Parties agree Transfer Offer, or that Buyer may make offers any Transferred Employee will continue in employment with Purchaser following the Closing for any period of employment (collectively, the "ADDITIONAL EMPLOYEES")time. The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties Purchaser shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 notify Sellers in a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 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 in no event more than fifteen (15) days after Sellers shall reasonably cooperate with Purchaser, to effect the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee timely employment by Purchaser or Additional Employee to whom an offer of employment is made by Buyer or an its applicable Affiliate of Buyer from accepting such offereach Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Business Employees and Additional Employees who accept employment from Buyer and become employees Effective as of Buyer or the Closing, each Transferred Employee previously employed by Sellers shall cease to be an Affiliate thereof in accordance with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESemployee of each Sellers."

Employee Matters. (a) For a period commencing on the applicable Closing and ending on the one (1)-year anniversary of the applicable Closing Date (or until the termination of the relevant Business Employee if sooner), Buyer intends to offershall, or shall cause an Affiliate to offerthe Acquired Companies to, employment to substantially all provide any Business Employees who are identified Employee on Schedule 2.19(f)(ithe applicable Closing Date with (i) a base salary or wage rate that is no less than the base salary or wage rate as full-time Business Employees and may offer employment in effect with respect to such Business Employees who are identified as less than full-time as it may chooseEmployee immediately prior to the applicable Closing, based on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee as are substantially comparable(ii) employee benefits that are, in the aggregate, no less favorable than those provided to industry standards such 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). Notwithstanding anything herein to the contrary, Buyer shall be responsible for similarly situated employees located severance payable (if any) for the termination of any Business Employee on the applicable Closing Date or thereafter. Except as otherwise set forth in the same geographic regionthis Section 6.10 or as may be specifically required by this Agreement or by applicable Law, as determined in good faith by Buyer, such employment Buyer shall not be obligated to commence as contemplated in accordance with the Transition Services Agreementcontinue to provide any particular type of employee benefits or compensation to any Business Employee. In addition, within fifteen (15) days after the execution For purposes of this Agreement, representatives of Buyer 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 (collectivelySection 6.10, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if applicable Closing Date for any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Business Employee shall be the applicable Closing Date on at least which the same basis as 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 offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employeesapplicable Closing, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer Acquired Companies will not, have any responsibility, obligations or one liability with respect to, or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept in any way related to, such employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESBenefit Plan."

Employee Matters. (a) Buyer intends At least ten (10) Business Days prior to offerthe Closing Date, Acquiror or cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as fullthe Post-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 recommendation 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 regionClosing Employer, as determined in good faith by Buyerapplicable, 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 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 those Business Employees it determines in its sole discretion, whose names are set forth on Section 5.12(a) of the Acquiror Disclosure Schedules, as may be updated by Acquiror or the Post-Closing Employer, as applicable, prior to the tenth Business Day preceding the Closing Date (the “Offered Employees”), with all such offers of employment subject to the 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) Business Days from the "ADDITIONAL EMPLOYEES"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 Date or such later return to active employment (with such hired Offered Employees referred to herein as the “Transferred Employees” as of the Closing Date or such later return to active employment and subsequent hire date). The Selling Parties agree 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 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 Additional Transferred Employees are covered 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 a Business Employee or any other employee of Parent or a Subsidiary upon the employee’s waiving any right the employee might have to receive severance payments from 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 employee benefit plans Parent or programs its Affiliates in connection with termination of employment from the Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer in connection with copies of such plans this transaction or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESotherwise."

Employee Matters. (a) Effective as of the Closing Date, Parent shall terminate or use its commercially reasonable efforts to cause the Sellers to terminate the employment of all of the Active Employees listed on the attached Section 6.11(a)(1)(A) of the Disclosure Schedule who are not 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 cause 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, together with the Closing Hire Employees, the “Hire Employees”). The Buyer intends shall offer employment to offerall Closing Hire Employees effective as of the Closing Date and 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 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 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 Buyer by operation of TUPE (the “TUPE Employees”). To the extent that the employment of a TUPE Employee 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 as of the Closing Date or the Transition Date, as applicable, and each Non-Active Employee who is not a TUPE Employee who returns to work and accepts employment with the Buyer on a later date in accordance with this section shall be referred to herein as a “Transferred Employee”. During the Continuation Period (or, if earlier, until the termination of employment of the relevant Transferred Employee), the Buyer shall provide, or cause an Affiliate to offerbe provided, employment to substantially all Business Employees who each Transferred Employee (i) base salary, non-equity based bonus, severance and other incentive compensation opportunities that are identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment no less favorable, in the aggregate, to those provided to such Business Employees who 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 identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entitieseither, in either caseBuyer’s sole discretion, on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, to industry standards for similarly situated those provided to such Transferred Employee immediately prior to the PRN Closing or the same as those provided to the Buyer’s existing employees located in the same geographic regionUnited 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 determined a Current Liability on the Closing Working Capital Statement. Notwithstanding the foregoing 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 this Section 6.11 or any other provision of this Agreement, representatives of Buyer and with respect to any United States Business Employee who is receiving or has satisfied the Selling Parties shall meet conditions to identify employees receive short-term or long-term disability or workers’ compensation benefits as of the Selling Parties date hereof, each of whom is identified on Section 6.11 of the Disclosure Schedule (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 required by applicable Law, the Buyer shall make an offer of employment to such STD Employee that satisfies the conditions of this Section 6.11, and if such STD Employee accepts such offer of employment, such STD Employee shall be a Transferred Employee for all purposes of this Agreement. The Buyer shall reimburse the Sellers for the cost of short-term disability and workers’ compensation coverage provided to the STD Employees and all out-of-pocket employment termination costs, if any, incurred by the Sellers or any of their Affiliates who are not Business Employees and with respect to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESSTD Employee."

Employee Matters. (a) Buyer intends to offer, or The Purchaser Parties shall 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 recommendation 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, Purchaser Parties 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 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 at-will offers of employment (collectively, to the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any Current Employees set forth on a list provided to Seller by Purchaser as of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plansdate hereof (the “Offered Employees”), the Selling Parties which offers shall provide Buyer with copies of for base wages or salaries equal to the respective base wages or salaries specified for each such plans or programs employee as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 in effect immediately prior to the Closing Date (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 same may be modified prior to the Closing Date consistent with the limitations of Section 5.2(y)(l)) and benefits that are consistent with, and no event more than fifteen less favorable than, those benefits provided to similarly situated employees of Guggenheim Partners and its Subsidiaries generally from time to time. 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 (15such time, the “Offer Effective Time”); provided that, in the case of an employee (i) days after 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 shall be for employment effective immediately after the date that such employee is first able to return to active employment or (ii) who continues employment with Seller following the Offer Effective Time as mutually agreed between Seller and the Purchaser Parties, the offer of employment 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 Selling 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 shall not discourage any Business Employee as described to Seller prior to the date hereof and (B) remaining employed by Seller or Additional Employee its Affiliates through the Offer Effective Time or (with respect to whom affected employees) as of the Delayed Transfer Date, as the case may be. Subject to the foregoing, those Offered Employees who accept an offer of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Employees who accept employment from Buyer as described above and become employees so employed as of Buyer the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be, shall be referred to herein as “Transferred Employees”. To the extent that an Affiliate thereof Offered Employee has accepted an offer of employment effective as 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 Transition Services Agreement are referred base wages or salaries specified for such Offered Employee in the employee information described in Section 3.22(a) and made available to herein the Purchaser Parties as "TRANSFERRED EMPLOYEESof the date hereof, as the same may be modified prior to the Closing Date consistent with the limitations of Section 5.2(y)(l)."

Employee Matters. (a) Buyer intends to offer, or 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 recommendation 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 Immediately following execution of this Agreement, representatives of Trican Parent and Seller Companies shall, subject to the restrictions in Section 6.3, provide Buyer and Companies access to the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees for the purposes of discussing employment with Buyer or one of its Affiliates. Buyer shall, or Xxxxx Parent shall cause Buyer or one of its Affiliates to, promptly engage in such discussions and to whom Buyer and the Selling Parties agree that Buyer may make written offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any 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 employment made by Closing, but subject to the Closing having occurred. Buyer shall designate in writing the Business Employees to an Additional Employee shall be on at least the 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 Additional Employees. whom Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom will make an offer of employment is 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 the Designated Employees shall be made by in a manner that complies with applicable Law (including anti-discrimination Laws) and shall include offers of compensation and employee benefits that are comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer or an Affiliate of Buyer from accepting such offerCompanies. Business Employees and Additional Designated Employees who accept such offer of employment, as of the effective date of their employment from Buyer and become employees of with Buyer or an Affiliate thereof one of its Affiliates, shall be referred to as 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 accordance connection with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEES."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 Companies, for the following (the “Termination Obligations”):

Employee Matters. (a) The Buyer intends to offershall initially continue the employment of those employees who are employed by the Acquired Companies on the Closing Date (the “Employees”) (including those employees on leave of absence, vacation or cause an Affiliate to offerotherwise absent from work on the Closing Date). Notwithstanding the foregoing, employment to substantially all Business any Employees who are identified on Schedule 2.19(f)(i) a leave of absence 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 recommendation of the key management Closing Date (the “LOA Employees”) shall remain eligible for life insurance and disability benefits under the Benefit Plans 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 Seller in accordance with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies terms of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 in effect immediately prior to the Closing Date and in no event more than fifteen Date. Upon the return to active employment of any LOA Employee within one hundred fifty (15150) days following the Closing Date (or, if longer, within any period during which such LOA Employee has a statutory right to re-employment), such LOA Employee shall be eligible for the applicable disability and life insurance plans of the Buyer and its Affiliates effective as of the date of such return to work (the “Return Date”). Within ten (10) Business Days after the Return Date, the Buyer shall provide a written notice to the Seller that the applicable LOA Employee has returned to work and 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 within one hundred fifty (150) days following the Closing DateDate (or, if longer, within any period during which such LOA Employee has a statutory right to re-employment) shall remain the responsiblity of the Seller. The Selling Parties acknowledge and their Affiliates agree that this Section 7.15(a) shall not discourage any Business Employee or Additional Employee apply to whom an offer workers’ compensation claims, which are the subject of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESSection 7.15(d)."

Employee Matters. (a) Buyer intends Other than as set forth in Section 5.10(b), not less than twenty one (21) days prior to offerthe expected Closing Date, Purchaser, or cause an the appropriate 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 recommendation of the key management Purchaser, on behalf of the Partnership EntitiesTransferred Companies, 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 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 (collectivelyto eligible Business Employees, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any to be effective as of the Additional Employees are covered Closing. Each such offer by employee benefit plans Purchaser, or programs the appropriate Affiliate of Parent or any of its Affiliates other than Seller Plansthe Purchaser, the Selling Parties to a Business Employee shall provide Buyer with copies of the following terms and 57 conditions: (1) that such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee offer shall be on at least effective as of the Closing; (2) that the initial work location immediately after the Closing shall be the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 immediately prior to the Closing Date and in no event more than fifteen (15) days the initial job duties of the Business Employee immediately after the Closing Date. The Selling Parties and their Affiliates shall not discourage any 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 Additional 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 whom an have accepted such offer of employment is made (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 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 Buyer or Purchaser in writing to enable Purchaser to make the offers of employment described in this Section 5.10(a). Notwithstanding the foregoing, an Affiliate updated Section 3.15(a) of Buyer from accepting such offer. the Seller Disclosure Letter shall be provided to Purchaser no later than three (3) Business Employees Days after the Contract Date and Additional Employees who accept employment from Buyer and become employees shall include the names of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESall Business Employees."

Employee Matters. (a) Buyer intends Purchaser shall make an offer of employment commencing as of the Closing Date to offer, or cause an Affiliate to offer, employment to substantially all Business each Employee of Sellers (other than those Employees who are identified set forth on Schedule 2.19(f)(i7.1(a)(i)) as full-time who is employed in connection with the Business Employees and may offer employment (including any such employee who is absent due to such vacation, holiday, illness, leave of absence or disability) (each a “Business Employees who are identified as less than full-time as it may choose, based on the recommendation 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 Employee”) (i) in the same geographic regionor substantially similar job or position and location as in effect immediately prior to the Closing Date, as determined in good faith by Buyer, such employment (ii) at a salary or wage level and bonus opportunity reasonably comparable 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 salary or wage level and the Selling Parties shall meet bonus opportunity 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 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 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 no event more than fifteen substantially the form heretofore provided to Sellers by Purchaser shall become an employee of Purchaser on the Closing Date and is referred to as a “Transferred Employee.” If any Transferred Employee is subsequently terminated by Purchaser within the six (156) days month period after the Closing Date. The Selling Parties , then 42 Purchaser shall make severance payments to such 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 of the Closing Date); provided, however, that with respect to each Business Employee set forth on Schedule 7.1(a)(ii) (the “Specified Employees”), the Sellers shall remain liable (and their Affiliates the Purchaser shall not discourage be liable) for the severance obligations owed to such Specified Employees in the event that the Purchaser terminates any Business Employee or Additional Employee to whom an offer of employment is made by Buyer or an Affiliate such Specified Employees within sixty (60) days 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 "TRANSFERRED EMPLOYEESClosing Date."

Employee Matters. (a) With the exception of the Selected Employees, each Seller shall, effective as of the day prior to the Closing Date, discharge all Current Employees. Prior to the Closing, Buyer intends (through and in consultation with Xx Xxxxxx in his capacity as chief executive officer of Buyer) shall offer (or cause a designee of Buyer to offer) to employ those Current Employees (i) to operate the Continuing Stores (once so designated) (provided that such Current Employees will be advised that such offer may be rescinded if the Lease for such Designated Store is rejected), with employment commencing as of the date that such Designated Store becomes a Continuing Store and such Lease is assumed or cause an Affiliate (ii) to offer, be employed in the Buyer’s head office with 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 commencing on the recommendation 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 AgreementClosing Date. In addition, within fifteen (15) days after the execution For purposes of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates each Current Employee who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers receives such an offer of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least referred to as an “Offeree.” Prior to the same basis as the offers Closing Date, Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer will provide Sellers with a schedule setting forth a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept all Offerees. Each Offeree who accepts such employment offers from Buyer or any other Affiliate of Buyer offer prior to the Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 be referred to herein as "TRANSFERRED EMPLOYEESa “Transferred Employee."” Except to the extent Sellers fail to comply in any material respects with Section 6.4(c)(i) and Section 6.4(c)(iii), Buyer hereby agrees that the offer to an Offeree shall include a level of base salary, wages and benefits that are substantially comparable in the aggregate to the base salary, wages and benefits provided to such Offeree by Sellers as of the Closing Date.

Employee Matters. (a) Between the date hereof and the Closing Date, Buyer intends to offershall make offers of employment, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) effective 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 recommendation of the key management of the Partnership EntitiesClosing Date, in either case, to all Property Employees (with such offers to Nonrepresented Employees being on terms and conditions for each Business Employee of employment comparable to the terms and conditions of employment as are substantially comparable, in the aggregate, those provided 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 and its Affiliates immediately prior to the Selling Parties shall meet Closing Date, and with the such offers to identify employees Represented Employees being on terms and conditions of employment identical to the terms and conditions of employment under the Collective Bargaining Agreement in effect as of the Selling Parties 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 any of their Affiliates who are all Nonrepresented Employees within the thirty (30) day period prior to the Closing Date, and (ii) Buyer, in its sole discretion and consistent with applicable Law, shall not Business Employees and be required to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree to any Nonrepresented Employees that if any of the Additional Employees are covered identified by employee benefit plans or programs of Parent or any of its Affiliates other than Buyer and communicated to Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 fourteen (14 days) prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer Property Employees who accept Buyer’s offers of employment is made 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 Buyer or an Affiliate (ii) are listed on Section 7.4(a) of the Seller Disclosure Letter are herein referred to as “Retained Employees”. Subject to Section 7.4(f), nothing herein shall restrict Buyer from accepting such offer. Business Employees and Additional Employees who accept employment from Buyer and become employees terminating the employment, for any reason, of Buyer or an Affiliate thereof in accordance with any Transferred Employee following the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESClosing Date."

Employee Matters. (a) Buyer intends At least 10 Business Days before the Closing, Purchaser, shall extend a written offer of employment, the form of which Sellers shall have been given an advance copy (“Transfer Offer”) to offer, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified certain of the employees set forth on Schedule 2.19(f)(i3.14(a)(i) as full-time Business Employees (which Schedule 3.14(a)(i) shall be updated by Sellers prior to the Closing to reflect employment hires and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation 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 terminations (in accordance with the Transition Services Agreement. In addition, within fifteen (15) days after the execution terms of this Agreement) in the time since such schedule was originally provided to Purchaser), representatives which employees shall be specified in a list to be provided by Purchaser to Sellers no later than the date of Buyer the Auction (as defined in the Bidding Procedures Order) and which shall include at least 95% of the Selling Parties shall meet to identify employees of Sellers and Non-Debtors based solely on Schedule 3.14(a)(i) (collectively, the Selling Parties “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) paid sick leave, or other paid time off as of the Closing Date (“Inactive Employees”), Purchaser shall make a Transfer Offer if such Inactive Employee is available to work within six months of the Closing Date (or any later period required under applicable Law). Employees who accept such Transfer Offers and begin employment with Purchaser effective after the Closing in accordance with this Section 6.3(a) shall be referred to herein as “Transferred 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 respect to whether each such offer has been accepted or rejected. Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates who are not Business Employees 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 whom Buyer and carry out all necessary actions to effect the Selling Parties agree that Buyer may make offers timely transfer of employment (collectivelyfrom Sellers or Non-Debtors, the "ADDITIONAL EMPLOYEES")as applicable, to Purchaser of each such Transferred Employee who has accepted a Transfer Offer. The Selling Parties agree that if any Effective as of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller PlansClosing, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional each Transferred Employee shall cease to be on at least the 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 an employee of the Additional Employees. Buyer each Seller or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESrespective Affiliates."

Employee Matters. (a) Buyer intends to offer, or 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 From and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation 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 and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Execution Date through ten (10) Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after Days before the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by , Buyer or an Affiliate of Buyer from accepting may offer employment, conditioned on the Closing, to any or all Employees referenced on Section 7.10(a) of the Disclosure Schedule (the “Designated Employees”) to be effective as of 12:01 a.m. on 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 offerlater date as such Designated Employee is released to return to work or is entitled to be restored to employment) (the “Hire Date”). Business Employees Each offer of employment shall be on such terms and Additional Employees who accept conditions of employment from Buyer and become that would apply to similarly situated employees of Buyer; provided, however, that each such offer shall provide an initial annual salary or hourly wage rate that 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 employee benefits offered to similarly situated employees of Buyer. No later than five (5) Business Days before the Closing Date, Buyer shall notify Seller of the identities of the Designated Employees, if any, to whom Buyer or an Affiliate thereof in accordance of Buyer made such an offer of employment and who accepted such offer and the Designated Employees, if any, to whom Buyer or an Affiliate did not make such an offer of employment. The Designated Employees, if any, who have accepted such an offer of employment and begin employment with the Transition Services Agreement Buyer or an Affiliate are referred to herein as "TRANSFERRED EMPLOYEESthe “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 conditions of employment of such Hired Employees."

Employee Matters. (a) Conditioned upon the Closing, Buyer intends to offer, or cause an Affiliate to offer, will make offers of 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 recommendation each of the key management of the Partnership Entities, in either case, on terms “Offered Employees” 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 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 any of the “Additional Employees” (collectivelyeach as defined below) that meet the requirements under this Section 8.6. 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 make offers of employment to those Additional Employees Buyer elects to offer employment by the "ADDITIONAL EMPLOYEES"date mutually agreed by Sellers and Buyer (the applicable date being the “Offer Date”). The Selling Parties agree that if any Within 20 Business Days after the date of this Agreement, Buyer will conclude interviews of Additional Employees and will notify Sellers in writing of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, (if any) whom Buyer desires to employ. Sellers and Buyer will then mutually agree as to the Selling Parties shall provide date when Buyer with copies of such plans or programs as promptly as practicable after such may extend offers to those Additional Employees are identifiedEmployees. Any such offers of employment made by the Buyer Each offer to an Offered Employee and an Additional Employee shall be 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 written disclosures provided to Buyer) at least as favorable in the same basis as aggregate 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 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 Additional Employeesoffers. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to will notify Selling Parties Sellers in writing of the names of those Business Crosstex Energy employees who: (i) received offers of employment, (ii) accepted the offers and (iii) rejected the offers, in each case no later than five days after the expiration of the five-day period allowed to accept the offers. As of the Closing Date, Crosstex Energy will terminate and Buyer will hire those Offered Employees and Additional Employees that accept such employment accepting the offers from Buyer or any other Affiliate of Buyer prior to at the Closing Date compensation levels and in no event more than fifteen (15) days after the Closing Date. The Selling Parties with benefits and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer terms and conditions of employment is made required by Buyer 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 this Section 8.6 (the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEES“Transferred Employees”)."

Employee Matters. (a) On or before the Closing Date, the Buyer intends to offer, or cause an Affiliate to offer, will give offers of employment to substantially all Business each Employee identified on Schedule 6.8(a) (other than those Employees who are identified on Schedule 2.19(f)(inot actively employed due to short-term disability, long-term disability, workers compensation leave or approved leave of absence (collectively, the “LOA Employees”) and Non-Offer Employees, as full-time Business Employees defined below) which offer shall provide for employment at a level of base salary or hourly wage at least equal to the that in effect as of November 30, 2012 as previously disclosed to Buyer and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, otherwise provide benefits on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, comparable to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by of 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such All offers of employment made by the Buyer pursuant to an Additional Employee shall this Section 6.8(a) will be conditioned in all respects on at least the 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 occurrence of the Additional EmployeesClosing. The Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the Sellers in writing the names of those Business the Employees and Additional identified on Schedule 6.8(a) who have accepted offers of employment with the Buyer. Each such Person who becomes employed by the Buyer pursuant to this Section 6.8(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 that accept such employment offers from (except as described below). Notwithstanding the foregoing, the Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee be required to whom make an offer of employment to an Employee whom the Buyer is made 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 is a Non-Offer Employee, the Buyer will promptly notify the Sellers that such Non-Offer Employee will not be offered employment with the Buyer. During the 180 day period following the Closing Date, 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 10 Business Days of the expected return date of each LOA Employee from short-term disability, long-term disability or an Affiliate approved leave of Buyer from accepting absence, but effective as of, and conditioned upon, the commencement of active employment of such offerLOA Employee. Business Employees A LOA Employee who receives and Additional Employees who accept accepts an offer of employment from Buyer shall become a Transferred Employee effective upon the commencement of such LOA Employee’s active employment with Buyer and become employees shall be treated as an employee of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred Sellers prior to herein as "TRANSFERRED EMPLOYEESthe commencement of active employment for all purposes (including for purposes of this Section 6.8)."

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) Buyer intends thirty (30) days prior to offer, Closing or cause an Affiliate (b) with respect to offer, Available Employees that have not accepted employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) offers 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 recommendation of the key management date thirty (30) days prior to Closing, the earlier of (i) three (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. An Available Employee who is employed by a member 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 Acquired Company Group (or otherwise by Buyer, such employment to commence as contemplated in accordance with the Transition Services Agreement. In addition, within fifteen (15Purchaser or its Affiliate) days after the execution Closing is referred to herein as a “Continuing Employee”. For the avoidance of this Agreementdoubt, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or neither Purchaser nor any of its Affiliates other than Seller Plans, (including the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee Acquired Company Group) shall be on at least responsible for any obligations for continuation health care coverage (including the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employeesissuance of any required notices), the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 Section 4980B of the Transition Services Agreement are referred Code and Sections 601 to herein 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 transaction contemplated by this Agreement, meet the definition of a “M&A qualified beneficiary” as "TRANSFERRED EMPLOYEESdefined in Treasury Regulation Section 54.4980B-9, Q&A-4."

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) Buyer intends to offerthe addition of any additional employees of Seller or any of its Affiliates, if any, who provide services principally in or cause in support of the Business (each, an Affiliate to offer, employment to substantially all “Additional Business Employee”) and (ii) the removal of any employees listed as Business Employees who are identified on Schedule 2.19(f)(iSection 15(o)(ii) 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 recommendation of the key management Seller Disclosure Letter as 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 date of this Agreement, representatives if any, with respect to whom employment shall not transfer in the Transaction with an OpCo Acquired Entity (each, an “Excluded Business Employee”). Prior to the Closing, Seller and its Affiliates shall (A) subject to the following proviso, transfer to an OpCo Acquired Company or Subsidiary thereof the employment of Buyer and the Selling Parties shall meet to identify employees any Business Employee who as of the Selling Parties or any of their Affiliates who are date hereof is not Business Employees employed by a Specified Entity, and (B) transfer to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent Seller or any of its Affiliates (other than any Specified Entity) the employment of each Excluded Business Employee; provided that the transfer of Additional Business Employees and the exclusion of Excluded Business Employees shall be, in each case, subject to the consent of OpCo Purchaser (or its designee) in its reasonable discretion following good faith discussions between Seller Plansand OpCo Purchaser. Following any such update to Section 15(o)(ii) of the Seller Disclosure Letter, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such each Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Business Employee shall be on at least the same basis as the offers Buyer makes to a Business EmployeesEmployee for all purposes hereunder, and each Excluded Business Employee shall no longer be a Business Employee for any purpose hereunder. Promptly following such agreement regarding the Additional EmployeesAt Closing, the Selling Parties shall prepare and submit OpCo Acquired Companies will continue to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those employ each Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer Employee who is employed by an OpCo Acquired Company immediately prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any each such Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESEmployee, a “Continuing Employee”)."

Employee Matters. (a) Prior to the Closing Date, Buyer intends shall offer to offeremploy, at and upon Closing, on an at-will basis each non-bargaining unit Existing Employee of 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 cause an Affiliate who is hired by any Seller in the Ordinary Course of Business at the Facility (at compensation substantially equivalent to offerthat currently offered by Sellers for comparable positions) after the date hereof, employment to substantially all Business Employees and who are identified on Schedule 2.19(f)(i) as full-time Business Employees executed the release and may offer employment waiver presented to such Business Employees who are identified employee with respect to the Closing (each, a “Closing Employee,” and collectively, the “Closing Employees”), in each case with: (i) substantially the same responsibilities and duties, (ii) a base salary plus amount of target bonus or hourly rate applicable to such Closing Employee as less than full-time as it may choose, based on the recommendation set forth in Section 8.19 of the key management Sellers Disclosure Schedule, which is comparable in all material respects and no less favorable than that which is provided by Sellers as of the Partnership EntitiesClosing Date, (iii) welfare and retirement benefits which are comparable in either caseall material respects, on terms and conditions for each Business Employee as are substantially comparableno less favorable, in the aggregateaggregate to those which are provided by Sellers as of the Closing Date and are indicated with an asterisk on Section 6.19(b) of the 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 industry standards for similarly situated employees located in the same geographic regionClosing Employee than the Sellers’ “Tier Two” severance which is provided by Sellers as of the Closing Date, as determined set forth in good faith by BuyerSection 8.19(a) of Sellers Disclosure Schedule, and (v) such employment to commence as contemplated in accordance with of the Transition Services AgreementClosing Date subject to such employee accepting such employment offer prior to the Closing Date. In additionEach Existing Employee who becomes employed by Buyer is herein referred to as a “Hired Employee.” With respect to non-bargaining unit Existing Employees who are inactive or on an approved leave of absence as of the date of the Closing, and who become capable of returning to their regular job duties on a full-time basis within fifteen (15) days six months of the Closing Date at the conclusion of their approved leave of absence if sooner than six months from the Closing Date, or if on military leave within two weeks after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any completion of their Affiliates who are not Business Employees and military leave, Buyer will offer employment to whom Buyer and such employees at that time on the Selling Parties terms specified above. Sellers hereby agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use their commercially reasonable efforts to notify Selling Parties assist Buyer in making offers and hiring any of the names Existing Employees, including providing Buyer with access to such Existing Employees during the period from the Effective Date until Closing, as set forth in Section 8.04, and using commercially reasonable efforts to encourage the Existing Employees to accept employment with Buyer; provided that nothing in this sentence shall require Sellers to expend any sum. Sellers shall not take, and Sellers shall cause each of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage to take, any Business Employee action that would impede, hinder, interfere or Additional Employee otherwise compete with Buyer’s effort to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEEShire any Existing Employees."

Employee Matters. (a) Buyer intends to offer, or 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 recommendation 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 additionPurchaser shall, within fifteen (15) forty-five days after following the execution date of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees conduct interviews 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 provide Seller a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts such Employees who Purchaser does not wish to notify Selling Parties employ as of the names 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 those Business Employees and Additional Employees that accept such employment offers from Buyer 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, but immediately prior to Closing; provided that, with the prior consent of Purchaser (which will not be unreasonably withheld, delayed or conditioned), Seller may terminate any other Affiliate of Buyer 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 such Terminated Employee before the Closing Date may adversely affect Purchasers' financing of the transactions contemplated by this Agreement or otherwise adversely affect the conditions to the funding of the financings contemplated by the Financing Commitment. If Seller in good faith believes that it may not legally terminate any Employee designated by Purchaser as a "Terminated Employee," Seller shall promptly (and in no any event more at least five Business Days prior to Closing) notify Purchaser of such legal restriction and the parties shall in good faith discuss revisions to the list of Terminated Employees. Subject to Purchaser's right to terminate any Employee after Closing, Purchaser shall continue to employ all Employees, other than fifteen (15) 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 is made by Buyer 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 Terminated Employees, consistent with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESprovisions of this Section 4.3.5."

Employee Matters. (a) Buyer intends From Closing through May 31, 2024 (the “Transition End Date”), the Company agrees to offer, continue to employ each person employed by the Company or cause an Affiliate to offer, employment to substantially all Business Employees a Company Subsidiary as of the Closing Date who are is not identified on Schedule 2.19(f)(i8.4(a)(i) as full-time Business Employees (each identified on Schedule 8.4(a)(i), a “Transferred Employee”, and may offer employment to such Business Employees each person excluded from Schedule 8.4(a)(i) who are identified as less than full-time as it may choose, based on the recommendation 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made is employed by the Buyer to an Additional Employee shall be on at least the same basis Company or a Company Subsidiary 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen 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 (15the “Employee Leasing Agreement”). Prior to the Transition End Date, Parent (or a Subsidiary thereof) days after 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, Parent shall provide, or shall cause one of its Subsidiaries to provide, to each Transferred Employee who accepts such offer of employment (each, a “Continuing Employee”), (i) salary (or hourly base wage rate) that is no less favorable than was provided to the applicable Continuing Employee as of the Transition End Date, (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 of the Effective Time or (y) the severance benefit protections provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, as of the date of the Transferred Employee’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 eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time or (y) the health and welfare benefits provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, from time to time. The Selling Parties and their Affiliates In connection with the Option Closing (as defined in the Option Agreement), Parent will determine in good faith whether any Company Operational Employee shall be offered employment by 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 similar termination payments or benefits that may become payable to any Company Operational Employee who does not discourage any Business Employee or Additional Employee to whom receive an offer of employment is made by Buyer from Parent or an Affiliate one 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 its Subsidiaries pursuant to herein as "TRANSFERRED EMPLOYEESthis Section 8.4(a)."

Employee Matters. (a) Buyer intends The Sellers shall promptly update the list of Employees made available to offerPurchaser pursuant to Section 5.14(a) and Section 5.14(a) of the Seller Disclosure Schedule to reflect any and all employment or service hirings or terminations occurring prior to the Closing Date, 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 inform Purchaser in writing of the termination of employment or cause services of an Affiliate 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 offerand including the Closing Date. (b) The Sellers shall provide Purchaser, employment upon execution of this Agreement, with access to substantially all Business the Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees at times and may 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 such Business the employees of the Sellers as it shall determine in its sole discretion (the “Offered Employees”). All Offered Employees who are identified (A) accept the offer of employment from Purchaser or one of its Affiliates and (B) commence employment with Purchaser or one of its Affiliates as less than full-time of immediately following the Closing shall be referred to herein as it may choosethe “Transferred Employees.” Unless a written acceptance of an offer of employment is required by applicable Law, based on the recommendation an Offered Employee who is actively at work with Purchaser or one of its Affiliates as of the key management Closing Date and continues employment shall be deemed to have accepted the offer of employment from Purchaser or one of its Affiliates, unless such Offered Employee specifically declines such offer of employment. (c) The employment of each Transferred Employee with Purchaser or one of its Affiliates shall commence immediately upon the Partnership EntitiesClosing and shall be deemed, in either casefor all purposes, on terms consistent with applicable Law and conditions for each Business Employee except as are substantially comparable, in the aggregateotherwise expressly provided herein, to industry standards have occurred with no interruption or 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 active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, Purchaser and its Affiliates shall only be responsible for similarly situated employees located in Liabilities relating to the same geographic regionInactive Employee from and after the date such Inactive Employee becomes a Transferred Employee. The employment of any Inactive Employee with Purchaser or one of its Affiliates, as determined in good faith by Buyerapplicable, such employment shall be effective upon his or her return to commence active work, provided that the Inactive Employee reports to work with Purchaser or one of its Affiliates, as contemplated in accordance with the Transition Services Agreement. In additionapplicable, within fifteen (15) days after the execution end of this Agreementany such approved leave and, representatives of Buyer and to the Selling Parties shall meet to identify employees of extent permitted by applicable Law, in no event later than one hundred twenty (120) days following 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 (collectivelyClosing Date, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plansand, the Selling Parties shall provide Buyer with copies as of such plans or programs as promptly as practicable after date, such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on an “at least will” basis unless otherwise agreed by Purchaser. (d) The Sellers shall terminate, or shall cause to be terminated, the same employment of all Transferred Employees effective as 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 active work with Purchaser or one of its Affiliates, as applicable. Subject to, and effective as of, the Closing, the Sellers hereby waive and release each of 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 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 offers Buyer makes Sellers will not be relieved from filing a Form W-2 with respect to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business any Transferred Employees and Additional Employees that accept such employment offers from Buyer or for any other Affiliate of Buyer tax period ending immediately prior to the Closing Date and in no event more than fifteen 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 (15iii) days 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 Selling Parties 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 the vacation policy or other arrangement applicable to such Transferred Employee immediately prior to the 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 Accrued PTO to such Transferred Employee in cash. (i) Nothing herein, express or implied, shall confer upon any other Persons (including any current or former employee of the Seller, Purchaser or any of their respective Affiliates) any rights or remedies hereunder, including any right to employment or continued employment for 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 Agreement. Nothing herein restricts or precludes the right of Purchaser to terminate the employment of any Transferred Employee. Purchaser and their Affiliates shall the Sellers agree that the provisions contained herein are not discourage intended to be for the benefit of or otherwise be enforceable by, any Business third party, including any current or former Employee or Additional Employee to whom an offer of employment is made by Buyer or an Affiliate of Buyer from accepting such offerService Provider. 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 "TRANSFERRED EMPLOYEES."8.12

Employee Matters. (a) 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 intends shall make offers of employment in accordance with the terms of this Section 7.6, contingent upon the occurrence of the Closing, to offer, or cause each Business Employee whose employment does not transfer by operation of law. Buyer shall also be afforded an Affiliate opportunity 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 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 Employees who are identified as less than full-time as it may chooseEmployee immediately prior to the Closing Date, based on the recommendation at a geographic location that is within 25 miles of the key management Business Employee’s place of work immediately prior to the Partnership EntitiesClosing Date, in either case, and made on terms and conditions for sufficient to meet the requirements of Section 7.6(b) and Section 7.6(h), if applicable. Buyer will give each Business Employee as are substantially comparableno 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, in Buyer shall provide to Seller written notice of the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, making of such employment to commence as contemplated in accordance with the Transition Services Agreementoffer of employment. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 event that Buyer may ultimately determines not to make offers of employment (collectivelyan offer to any Optional Employee, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Buyer shall notify Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs determination thereof as promptly as reasonably practicable after the making of such Additional Employees are identifieddetermination. Any such offers of employment made by the Buyer to an Additional Employee Seller shall be entitled to make its own offer of continued employment to those Optional Employees it chooses in its sole discretion on terms and conditions determined in its sole discretion. Buyer will provide Seller with a list at least the same basis as the offers Buyer makes to three Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Days prior to the Closing Date Date, which shall contain as of that date the names of the Business Employees and in no event more than fifteen (15) days after the Optional Employees who accepted Buyer’s or its Affiliate’s employment offer. Any Business Employee and any Optional Employee who accepts an offer of employment from Buyer will be treated as a Continuing Employee as provided below. Each Continuing Employee shall become an employee of Buyer as of the Closing Date. The Selling Parties and their Affiliates shall not discourage Except as otherwise specifically provided in this Section 7.6 or as required by applicable Law, effective as of the Closing Date, the employment of the Continuing Employees with Seller or any Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESSeller shall terminate."

Employee Matters. (a) Buyer intends to offer, or 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 recommendation As of the key management date of this Agreement, the Partnership Entities, in either case, on terms and conditions for Sellers have made reasonable efforts to obtain from each Business Employee as are substantially comparablesoon as practicable consent to release to HLRUS or 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 the aggregateeach case, to industry standards 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 similarly situated employees located in the same geographic regionpurpose 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. Each such offer of employment to a Business Employee shall be for a position, provide for compensation, and require presence at a jobsite, as determined in good faith by Buyer, such employment the sole discretion of HLRUS or its Affiliate and communicated in writing 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 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 (collectively, the "ADDITIONAL EMPLOYEES")Employee. The Selling Parties Sellers agree that if any to cooperate with HLRUS or an Affiliate of the Additional Employees are covered by employee benefit plans or programs of Parent or any of HLRUS in its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of efforts to hire such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding ; provided that notwithstanding the Additional Employees, foregoing the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties Sellers and their Affiliates shall not discourage be permitted to offer continued employment to any such Business Employee if the Sellers or Additional Employee to whom an offer their Affiliates reasonably require the services of employment is made such person following the Closing. Business Employees who become employed by Buyer HLRUS or by 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 HLRUS in accordance connection with the Transition Services transactions contemplated by this Agreement are shall be referred to herein as "TRANSFERRED EMPLOYEES“Transferred Employees."” The Buyers shall have no liability or responsibility for, and the Sellers shall have sole liability and responsibility for, any and all severance pay and other employment termination obligations for all Business Employees and prior to the date on which any Transferred Employee becomes an employee of any Buyer hereunder, Transferred Employees to the extent such obligations relate to termination of employment with the Sellers. Nothing in this Section 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) Buyer intends to offer, or 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 Beginning on the recommendation date of this Agreement and continuing throughout the key management term 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 Seller shall make available to Buyer and the Selling Parties shall meet to identify employees each of the Selling Parties or any of their Affiliates who are not Business Subject Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of discuss potential employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other an Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after the Closing DateBuyer. The Selling Parties and their Affiliates shall not discourage any Business A Subject Employee or Additional Employee to whom who receives an offer of employment from Buyer or an Affiliate of Buyer pursuant to this Section 7.13 is referred to herein as an “Offered Employee”. 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 or an Affiliate of Buyer 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 Transition Services Agreement, except regarding any Offered Employee who is on an approved leave of absence, in which case the offer shall be for employment commencing as 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 the Seller Disclosure Schedule from accepting employment with Buyer or an Affiliate of Buyer. Seller shall (i) accept the resignation of each Offered Employee who accepts an offer of employment from Buyer or an Affiliate of Buyer immediately preceding such offeremployee’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 an agreement with Seller or the Acquired Company that would interfere with such employee’s employment with Buyer or an Affiliate of Buyer. Business Employees and Additional Employees An Offered Employee who accept accepts an offer of employment from Buyer and become employees 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 Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred Agreement, Seller shall be responsible for payment of all obligations required or committed to herein as "TRANSFERRED EMPLOYEES."the 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 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 its Affiliates, including

Employee Matters. (a) Buyer intends Effective as of the Closing, the Acquirors shall offer to offeremploy on an at-will basis each of the primary-care business unit field sales force and management personnel and internal Elan personnel dedicated to the Businesses, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified in each case as set forth on Schedule 2.19(f)(i8.10 of the Elan Disclosure Schedule (collectively, the "Employees") who is actively employed as full-time Business Employees of the Closing, in each case with substantially the same responsibilities and may offer employment duties and at a total base salary plus target bonus opportunity or hourly rate not less than the total base salary plus target bonus opportunity or hourly rate then applicable to such Business Employees who are identified as less than full-time as it may chooseEmployee immediately prior to the Closing, based on the recommendation 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, with such employment to commence as contemplated in accordance with of the Transition Services AgreementClosing. Such offers of employment shall be delivered to applicable Employees prior to the Closing. For purposes of this Section 8.10(a), an Employee will be treated as "actively employed" if as of the Closing such person is actively at work, or on vacation, holiday, jury duty, military leave, sick leave (not including short-term or long-term disability) or bereavement leave. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees each Employee who as of the Selling Parties 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. The Acquirors shall not be required to offer to employ any Employee who (i) is on long-term disability as of the Closing or (ii) is on short-term disability as of the Closing and goes on long-term disability 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 Affiliates who are not Business Employees sole discretion the terms and to whom Buyer and the Selling Parties agree that Buyer may make offers conditions of employment (collectivelyto be offered to Employees. Effective as of the Closing, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any Elan Companies shall terminate the employment of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional each Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom who receives an offer of employment is made by Buyer 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 the Acquirors in accordance with this Section 8.10(a). Each Employee who becomes employed by the Transition Services Agreement are Acquirors is herein referred to herein as a "TRANSFERRED EMPLOYEESHired Employee"."

Employee Matters. (a1) Buyer intends to offer, or 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 upon such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee of employment as are substantially comparable, in the aggregateBuyer may establish, to industry standards for similarly situated certain of the employees located in of Employer who primarily perform services with respect to the same geographic regionoperation of the Business as of the Closing Date; provided, as determined in good faith by Buyerthat if, such employment prior to commence as contemplated in accordance with the Transition Services Agreement. In addition, within fifteen (15) date which is 180 days after the execution Closing Date, Buyer terminates the employment of this Agreement, representatives any employee listed on Schedule 5.13(d) employed by Buyer as of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date other than "for cause" as described in the Summary Plan Description of Telecommunications Inc. Severance Pay Plan effective July 1, 1996 (the "Severance Plan"), Buyer shall 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 the Closing Date in an amount and upon such terms as set forth in the Severance Plan (but in no event more than fifteen six months' severance benefits for any employee); provided, further, Buyer shall not be required to make any such severance payments with respect to any employee who is hired by TCI or any of its direct or indirect wholly-owned subsidiaries (15including Employer) within 45 Business Days of his termination of employment by Buyer. Not later than March 24, 1997, Buyer shall deliver to Seller a notice containing the names of employees of the Business to whom Buyer intends to offer employment on the Closing Date (the "Employee List"); provided, that (i) if the Closing has not occurred, Buyer may deliver to Seller a notice updating the Employee List on the date which is 150 days after the Closing Date. The Selling Parties date of this Agreement and their Affiliates (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 any notice delivered by Buyer updating the Employee List shall not discourage any be deemed effective if the Closing occurs fewer than 60 Business Days after delivery to Seller of such updated Employee or Additional Employee List. TCI shall cause Employer to whom an offer terminate the employment of employment is made all such employees hired by Buyer or an Affiliate as of Buyer from accepting such offerthe Adjustment Time. Business Employees Seller shall undertake to provide to all affected employees and Additional Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with any other necessary persons any notice that may be required under the Transition Services Agreement are referred WARN Act. Except as provided herein, Employer shall retain all liabilities arising prior to herein as "TRANSFERRED EMPLOYEESthe Adjustment Time relating to employees, including severance obligations."

Employee Matters. (a) Buyer intends Prior to offerthe Effective Time, Seller shall cause to be transferred from the Company and its Subsidiaries to Seller or cause an Affiliate 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 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, be updated based on mutual agreement of Buyer and Seller on the recommendation of fifteenth Business Day prior to 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 AgreementClosing Date. In addition, prior to the Effective Time, subject to approval by Buyer at least 15 days prior to the Closing Date, Seller shall cause to be transferred (i) from the Company and its Subsidiaries to Seller or one of its 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 providing legal services under the Seller-ABS TSA and/or the Seller-Company TSA) 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 Offer Employee remains employed 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 fifteen 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 (15including the Company) days after (such Offer Employees who become so employed by Buyer and its Subsidiaries (including the execution Company), the “Delayed Hire Employees” and the date on which each such Offer Employee is so hired, the “Delayed Hire Date”). For the purposes of this AgreementSection 5.4(a), representatives 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 Selling Parties shall meet Company at the Closing, as described further below. With respect to identify employees of the Selling Parties or any of their Affiliates Offer Employee who are is made an offer that is not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectivelya Qualifying Offer, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if Company shall be required to reimburse Seller and its Subsidiaries for the actual costs of any of severance benefits payable under the Additional Employees are covered E&O Severance Plan or Seller’s Severance Pay Plan for Nonunion Associates, as applicable, payable by employee benefit plans or programs of Parent Seller or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of Subsidiaries to any such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESterminated Offer Employee."

Employee Matters. (a) Buyer intends to offer, On or 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 before the recommendation 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 date selected by Buyer, such which date shall be within five Business Days after the Closing Date (the “Transition Date”), the Buyer shall, or shall cause one of its Affiliates to, extend offers of employment to commence each employee of the Business listed on Schedule 5.9 of the Seller Disclosure Letter (“Business Employee”) who is actively at work as contemplated in accordance of the Closing Date, which offers shall be subject to Buyer’s customary and generally applicable conditions of employment (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 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, that any such individuals that are on authorized short-term leave of absence or short-term disability 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 or short-term disability and who subsequently becomes a Transferring Employee no later than the date such Transferring Employee commences active employment with the Buyer. Buyer will reimburse Seller at a fixed rate per day for each day during the Transition Date pursuant to the terms of the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEES."

Employee Matters. (a) Schedule 6.15(a) of the Disclosure Schedules lists employees of BKEP Management Inc. (“Seller Management Co.”) who provide services primarily to the Company as of the date hereof (the “Business Employees”) and Schedule 6.15(b)(i) of the Disclosure Schedules lists employees of Seller Management Co. who provide other services to the Company as of the date hereof (“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 intends shall cause Enbridge Employee Service Inc. (“EESI”), to offer, or cause an Affiliate extend offers to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(ihire at least thirteen (13) as full-time 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 Business Employee 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 may interview one or more of the Business Employees and conduct any such standard employee screening and eligibility procedures with regard to such Business Employees who are identified as less than full-time as it may choosethe Buyer conducts with respect to candidates for employment in the Buyer’s ordinary course of business, based and the Seller shall, and shall cause its Affiliates to, provide the Buyer with reasonable access to the Business Employees to facilitate any such interviews conducted by or on the recommendation behalf 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEES."

Employee Matters. (a) Buyer intends to offershall, or Buyer shall cause an Affiliate to offerone of its Affiliates to, 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 recommendation 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 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 extend offers of employment to Seller’s employees set forth on Schedule 7.3(a)(i) (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of “Target Employees”) and Schedule 7.3(a)(ii) (the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any “Key Employees”) (and such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Target Employees and Key Employees, the Selling Parties “Transfer Offers”) that, if accepted, shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after become effective on the Closing Date. Seller and the officers of Seller shall use reasonable endeavors to encourage Target Employees and Key Employees to accept the Transfer Offers. The Selling Parties Transfer Offers shall set forth the proposed terms of employment for the Target Employees and their Affiliates shall not discourage any Business Key Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target Employee or Additional Key Employee to whom an offer by Seller as of the date hereof and incentive compensation opportunity which shall be at least commensurate with the terms of employment is made 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 (the “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 Key Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Target Employees or Key Employees who commence employment with Buyer 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 pursuant to a Transfer Offer shall be referred to herein as "TRANSFERRED EMPLOYEES“Transferred Employees."” 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 or any Affiliate of Buyer. Effective as of the Closing, (i) all compensation, including base salary or wages, commissions, bonuses and benefits payable by Seller to or on behalf of the Transferred Employees for services performed on or prior to the 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 benefits under the Employee Plans.

Employee Matters. (a) Buyer intends to offer, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) Effective 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 recommendation of the key management Closing Date, Buyer shall (or shall cause one of its Affiliates to), as the Partnership Entitiescase may be, in either case, on terms and conditions for (x) employ each Seller 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 whose employment to commence as contemplated in accordance continues with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent 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 Seller Business Employee whose employment does not continue with Buyer or any of its Affiliates by operation of Applicable Law (other than Seller Plansany such employee who is then on long-term disability, unless under Applicable Law such offer is required to be made to such employee at such time), in each case, such offer to be contingent on, and effective as of, the Selling Parties 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 returns to active service with Seller or one of its Affiliates within six months following the Closing Date (or such later date as is required by Applicable Law), Buyer shall provide (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 with copies of such plans or programs scheduled return to active service, provided that Seller shall notify Buyer as promptly soon as practicable after prior to such Additional Employees are identifiedscheduled return to active service (such scheduled return date, the “Leave Return Date”). Any To the extent permitted under Applicable Law, such offers of employment shall provide that any Seller Business Employee who does not expressly reject such offer in writing shall be deemed to accept such offer as of the Closing Date or the Leave Return Date, as the case may be. Seller and Buyer shall (or shall cause one of their respective Affiliates to) provide to the 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 the Buyer (or one of its Affiliates) pursuant to an Additional Employee this Section 9.01(a) shall be on at least terms that are in compliance in all material respects with this Section 9.01(a) and Applicable Law. Buyer shall provide Seller with a reasonable advance opportunity to review the same basis as the forms of employment offers which Buyer makes under this Section 9.01(a) and shall consider in good faith any comments of Seller to such forms. Each Seller Business Employees. Promptly following Employee (1) who accepts (or is deemed to accept) such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list offer of the Additional Employees. employment with Buyer or one or more of its Affiliates shall use commercially reasonable efforts (and, where required by Applicable Law, executes all documents necessary to notify Selling Parties effectuate such transfer of the names of those Business Employees employment) and Additional Employees that accept commences such employment offers from with Buyer or one of its Affiliates or (2) whose employment continues with Buyer or any other Affiliate of its Affiliates by operation of Applicable Law and who does not object to such continuation of employment in accordance with Applicable Law is referred to herein as a “Continuing Employee”. For a 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 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 no event more than fifteen (15) days after the aggregate to those provided by Seller and its Affiliates to such Continuing Employee immediately prior to the Closing DateDate (excluding equity or equity-based compensation, deferred compensation, retiree health or welfare benefits and participation in a defined benefit pension plan). The Selling Parties and their Except as 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 obligations), Seller shall not discourage any Business Employee or Additional Employee provide Buyer with all information reasonably necessary to whom an offer of employment is made 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 Continuing Employee for purposes of vesting, eligibility and benefit entitlement to the same extent such service was recognized by an Affiliate Employee Plan as of Buyer from accepting immediately prior to the Closing (other than (i) for purposes of benefit accrual under any defined benefit pension plan or retiree health or welfare benefit plan, except to the extent that such offer. Business Employees and Additional Employees who accept employment from Buyer and become employees benefit accrual is required to be recognized under Applicable Law, or (ii) to the extent such service credit would result in a duplication of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESbenefits)."

Employee Matters. (a) Buyer intends to offerAt Closing, or cause an Affiliate to offerPurchaser may, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees but shall not be obligated to, assume and may adopt the Collective Bargaining Agreements. Purchaser may, but shall not be obligated to, offer employment to such Business Employees who are all of the employees of Seller or its Affiliate at the Property covered by the Collective Bargaining Agreements and previously identified as by Seller to Purchaser (the “Specified Employees”). Purchaser shall, no less than full-time twenty (20) days before the Closing, notify Seller in writing as to (a) whether it may choose, based on will assume the recommendation Collective Bargaining Agreements and offer employment to all of the key management Specified Employees, or (b) not assume the Collective Bargaining Agreements and/or offer employment to all of the Partnership Entities, Specified Employees. In the event Purchaser has not notified the Seller in either case, on terms writing of its intent to assume the Collective Bargaining Agreements 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 offer 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 and the Selling Parties shall meet to identify employees all 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Specified Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in Seller shall, no event more less than fifteen (15) days after before the Closing DateClosing, provide to Purchaser a full and accurate list of the Specified Employees at the Property as of that date with name, address, date of hire and employment classification. The Selling Parties Purchaser shall be solely responsible for providing any notice required under the federal Worker Adjustment and their 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 any employees at the Property upon Closing, and shall indemnify, defend and hold Seller and its Affiliates shall harmless from any claim or liability (including costs and reasonable attorney’s fees incurred) that WARN notice was not discourage any Business Employee properly given by Seller or Additional Employee its Affiliates prior to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESClosing."

Employee Matters. (a) Buyer intends to offer, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) As promptly 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 recommendation 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 practicable after the execution of this Agreement, representatives of Buyer and the Selling Parties Seller shall meet to identify employees of the Selling Parties Seller or any of their its Affiliates (other than the Company or the LLC) who are not Business Employees and to whom Buyer and the Selling Parties Seller agree that Buyer, the Company or any Affiliate of Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if Buyer, the Company or any other Affiliate of Buyer (i) shall offer employment effective as of the Closing Date to each Business Employee, and (ii) may offer employment effective as of the Closing Date to each Additional Employees are covered by employee benefit plans or programs of Parent or any of Employee, in each case on such terms and conditions as Buyer may determine in its Affiliates other than Seller Plansdiscretion, the Selling Parties shall provide Buyer with copies of provided, however, that such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee terms and conditions shall be on at least reasonable in relation to the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare terms and submit to Buyer a list conditions upon which similarly situated employees of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer or an Affiliate of Buyer from accepting such offerare employed. Business Employees and Additional Employees who accept such offer of employment from Buyer and become employees effective as of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are Closing Date shall be referred to herein 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 to determine to which of such employees it desires to extend offers of employment.

Employee Matters. Beginning after a date mutually agreed by SELLER and the BANK but not later than thirty (a) Buyer intends to offer, or 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 recommendation 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 (1530) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days 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. The Selling Parties On or before the Closing Date, SELLER shall notify in writing all employees of the Branch Offices (the "Employees") that the business of SELLER has been or will be transferred to the BANK and their Affiliates that the BANK may offer to employ, effective on the day 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 discourage such discharged Employees are hired by 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 employee to decline 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 shall not, without the BANK's prior consent (i) increase the aggregate full-time equivalent size of 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 Business Employee or Additional Employee to whom refuse an offer of employment is made by Buyer the BANK, (iii) enter into any employment contract with any Employee, or an Affiliate (iv) increase the gross annual compensation of Buyer from accepting such offerany Employee pursuant to any evaluation other than in the normal course of business. Business Employees and Additional Employees who accept employment from Buyer and become employees Notice of Buyer or an Affiliate thereof any increase in accordance with compensation for any Employee shall be given to the Transition Services Agreement are referred to herein BANK as "TRANSFERRED EMPLOYEESsoon as possible."

Employee Matters. (a) Prior to the date hereof and in consultation with Seller, Buyer intends or one of its Subsidiaries has entered a retention agreement with, and Buyer has or has caused one of its Subsidiaries to offer, or 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 the employees of Seller or its Subsidiaries set forth on Schedule 7.5(a)(i) (the “Key Offered Employees”) and such Business Employees employees have accepted such retention agreements and offers, subject to the occurrence of the Closing. Prior to the Closing and consistent with Section 7.5(b), Buyer will, or will cause one of its Subsidiaries to, offer employment to the additional employees of Seller and its Subsidiaries who are identified as less than full-time as it may choose, based listed on the recommendation Schedule 7.5(a)(ii) whose employment with Buyer or one 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 its Subsidiaries will commence as contemplated in accordance with the terms of the Transition Services Agreement. In additionAgreement (the “Additional Offered Employees”, within fifteen (15) days after together with the execution of this Agreement, representatives of Buyer 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 (collectivelyKey Offered Employees, the "ADDITIONAL EMPLOYEES"“Offered Employees”). The Selling Parties agree that if any employment of the Additional Key Offered Employees are covered by employee benefit plans with Buyer or programs its applicable Subsidiary shall commence at Closing. In no event shall Buyer decline to make offers to a sufficient number of Parent Offered Employees so as to trigger the WARN Act or any equivalent state mini-WARN Law. Seller and Buyer shall cooperate with each other to facilitate and comply with the provisions of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employeesthis Section 7.5. Buyer or one or more 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 shall use commercially reasonable efforts to notify Selling Parties will be solely responsible for satisfying the continuation coverage complying with the requirements of Section 4980B of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or Code for any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) 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 is made by Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Transferred Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof are “M&A qualified beneficiaries” as such term is defined in accordance with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESTreasury Regulation Section 54.4980B-9."

Employee Matters. (a) Buyer intends Within a reasonable period of time prior to offerthe 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 cause any of its Affiliates, if any, who provide services principally in or in support of the Business (each, an Affiliate to offer, employment to substantially all “Additional Business Employee”) and (ii) the removal of any employees listed as Business Employees who are identified on Schedule 2.19(f)(iSection 15(o)(ii) 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 recommendation of the key management Seller Disclosure Letter as 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 date of this Agreement, representatives if any, with respect to whom employment shall not transfer in the Transaction with an OpCo Acquired Entity (each, an “Excluded Business Employee”). Prior to the Closing, Seller and its Affiliates shall (A) subject to the following proviso, transfer to an OpCo Acquired Company or Subsidiary thereof the employment of Buyer and the Selling Parties shall meet to identify employees any Business Employee who as of the Selling Parties or any of their Affiliates who are date hereof is not Business Employees employed by a Specified Entity, and (B) transfer to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent Seller or any of its Affiliates (other than any Specified Entity) the employment of each Excluded Business Employee; provided that the transfer of Additional Business Employees and the exclusion of Excluded Business Employees shall be, in each case, subject to the consent of OpCo Purchaser (or its designee) in its reasonable discretion following good faith discussions between Seller Plansand OpCo Purchaser. Following any such update to Section 15(o)(ii) of the Seller Disclosure Letter, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such each Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Business Employee shall be on at least the same basis as the offers Buyer makes to a Business EmployeesEmployee for all purposes hereunder, and each Excluded Business Employee shall no longer be a Business Employee for any purpose hereunder. Promptly following such agreement regarding the Additional EmployeesAt Closing, the Selling Parties shall prepare and submit OpCo Acquired Companies will continue to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those employ each Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer Employee who is employed by an OpCo Acquired Company immediately prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any each such Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESEmployee, a “Continuing Employee”)."

Employee Matters. Buyer acknowledges that Seller operates the Business through the services of employees (athe “Leased Employees”) Buyer leased from a third-party (the “Leasing Company”). The parties understand that the Leasing Company intends to offerterminate 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 cause an Affiliate all of the Leased Employees during regular Business hours, on dates and at times to offerbe coordinated with Seller, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees interview the employees for positions with Buyer after Closing and may to explain Xxxxx’s employee benefit programs to the employees; provided, however, that Buyer shall have no obligation to offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation any of the key management of Leased Employees. Buyer shall notify Seller in writing (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, Notice”) within fifteen thirty (1530) days after the execution of this Agreement, representatives Agreement of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business those Leased Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by 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, Receiver and Seller shall terminate the leases with respect to, and obtain the release from employment of, the Retained Employees in order for Buyer from accepting such offer. Business to hire and employ the Retained Employees and Additional Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance with on the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESClosing Date."

Employee Matters. (a) After the date hereof and prior to the Closing Date, Buyer intends to offer, or cause an Affiliate to offer, shall extend offers of employment to substantially all each Purchased Business Employees who are identified Employee listed on Schedule 2.19(f)(i) 5.11(a), effective from the Closing Date (all such employees who accept Buyer’s offer of employment are referred to as full-time Business Employees and may offer employment to such Business Employees who are identified as the “Transferring Employees”). Such offers shall provide for no less than full-time as it may choosetwelve (12) calendar months of employment with Buyer following the Closing Date, based on the recommendation and while so employed, Buyer shall continue to provide, all of the key management of 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 Partnership EntitiesClosing Date, in either case, on and (ii) a 401(k) matching plan with terms and conditions for each Business Employee (including matching contributions) at least as are substantially comparablefavorable as Seller’s current plan; and (iii) other employee benefits no less favorable in costs, in the aggregatequality and substance, on an aggregate basis, to industry standards for similarly situated employees located in that which they received from Seller immediately prior to the same geographic region, as determined in good faith by Buyer, such employment to commence as contemplated in accordance with the Transition Services AgreementClosing Date. In addition, within fifteen (15) days after Buyer shall provide the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Transferring Employees and their beneficiaries with immediate participation in a group health plan and shall (i) waive all limitations as to whom Buyer preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Selling Parties agree that Buyer may make offers of employment Transferring Employees under any such plan and (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if ii) provide each Transferring Employee with credit for any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare co-payments and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 deductibles paid prior to the Closing Date and in no event more than fifteen (15) days 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. The Selling Parties On and their Affiliates shall not discourage after the Closing, Buyer and any Business Employee or Additional Employee to whom an offer of employment is made employee benefit plans maintained by Buyer or an Affiliate its affiliates in which Transferring Employees participate shall recognize the service of such Transferring Employees with the Seller for purposes of 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 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 from accepting such offer. Business Employees and Additional Employees who accept in its efforts to secure satisfactory employment from Buyer and become arrangements with those employees of Seller to whom Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESmakes offers of employment."

Employee Matters. (a) From and after the date hereof, Buyer intends shall have the opportunity to offermeet with the employees of Seller or its affiliates who work at, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified operate and/or maintain the Seller Property and listed on Schedule 2.19(f)(i9(n) as full-time Business Employees (the “Potential Employees”) to discuss potential employment opportunities with Buyer in connection with the Seller Property, and Buyer may offer employment make offers to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation any or all of the key management of Potential Employees. If 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 Closing shall occur concurrently with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 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 (collectivelyas 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 pay severance to Transferred Employees that are terminated without cause within the six (6) month period 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 the 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 "ADDITIONAL EMPLOYEES"length of service of such Transferred Employee with Seller prior to the Closing Date, and (v) be conditioned upon the Employee’s execution and delivery of the Employee Release. Prior to Closing (or if Closing shall occur concurrently with the 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), 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. The Selling Parties agree that if Without limiting or otherwise affecting Seller’s responsibility for Excluded Liabilities, Buyer shall not assume any of the Additional Employees are covered by Seller’s employee benefit plans or programs of Parent and, except as set forth in Section 25(b) below, Buyer shall have no liability or obligation with respect to the Transferred Employees and any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such employee benefit plans or programs as promptly as practicable after such Additional Employees are identifiedprovided by Seller. Any such offers Seller has or will provide to Buyer copies of employment made by job descriptions and salary ranges for the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Potential Employees. Promptly following such agreement regarding Seller shall comply with all applicable laws, statutes, rules and regulations in connection with the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list termination of the Additional Employees. Buyer or one or more Transferred Employees as of its Affiliates shall use commercially reasonable efforts to notify 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 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 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 deliver an Employee Release), offered employment by Buyer in no event more than fifteen (15connection with the Closing. Except as set forth in the preceding sentence or Section 25(b) days after below, Seller shall be responsible for the payment of any and all unpaid salary, wages, retention bonuses or other amounts due Seller’s employees who are entitled to such benefits through the Closing Date. The Selling Parties This Agreement (including the provisions of this Section) is a covenant between Buyer and their Affiliates Seller and shall not discourage not, in any Business Employee or Additional Employee to whom an offer manner, (i) create any contractual right of employment is made by Buyer for any employee of Seller or an Affiliate (ii) prevent, restrict, or limit Buyer, following the Closing, from modifying or terminating any of Buyer its benefit plans, programs or policies 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 time to herein time as "TRANSFERRED EMPLOYEESit may deem appropriate."

Employee Matters. (a) Parent or Buyer intends to offer, or cause an Affiliate to offer, shall offer at-will employment to substantially all Business Employees who are identified employees currently employed by Seller listed on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment 7.2 attached hereto. Seller will use commercially reasonable efforts to such Business Employees who are identified as less than full-time as it may choose, based on assist the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee as are substantially comparable, Buyer Parties in the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, hiring of such employment to commence as contemplated in accordance with the Transition Services Agreementemployees. In addition, within fifteen (15) days after the Upon execution of this Agreement, representatives of Buyer and the Selling Parties Seller shall meet to identify employees notify each employee listed on Schedule 7.2 in writing that, by reason of the Selling Parties 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 who are not Business Employees and for the benefit of employees, such plan, program or arrangement, shall, to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made extent permitted by the Buyer to an Additional Employee shall be terms and conditions thereof, credit such Hired Employees for service earned on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and with Seller, in no event more than fifteen (15) days addition to service earned with Parent, Buyer or any of their Affiliates after the Closing Date. The Selling In addition to the foregoing, as of the Closing Date, the Buyer Parties shall provide each Hired Employee, at the time of hiring, with initial compensation (but excluding benefits and their Affiliates any incentive or equity-based compensation) at least as favorable as the compensation (but excluding benefits and any incentive or equity-based compensation) provided to such employees by Seller as of the date of this Agreement. Seller shall not discourage any Business Employee or Additional Employee issue to whom an offer of employment is made by Buyer 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 each terminated employee (including all Hired Employees) a final paycheck in accordance with Seller’s regular payroll schedule, containing their salary through the Transition Services Agreement are referred 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 herein or as "TRANSFERRED EMPLOYEESa result of the Closing (excluding any amounts to be paid by Buyer as Assumed Liabilities pursuant to Section 2.2(d)) ."

Employee Matters. (a) Between the date hereof and the Closing Date, Buyer intends shall make offers of employment, effective as of the Closing Date, to offerall Property Employees, excluding any Property Employees on leave from employment or cause an Affiliate 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 offer, the Closing Date); provided that Buyer shall make offers of employment to substantially all Business the Excluded Employees who are identified on Schedule 2.19(f)(iif such Excluded Employees return to work at the Property within one (1) 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 recommendation year of the key management of the Partnership Entities, in either case, Closing Date (with such offers to Nonrepresented Employees being on terms and conditions for each Business Employee of employment comparable to the terms and conditions of employment as are substantially comparable, in the aggregate, those provided 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 immediately prior to the Closing Date 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 no event more than fifteen (15) days after 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 Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Property Employees who accept Buyer’s offers of employment from shall commence employment with Buyer and become employees effective as of Buyer the Closing Date (or an Affiliate thereof such later date that any Excluded Employee commences employment in accordance with the Transition Services Agreement this Section 7.5(a)) 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, or (ii) are listed on Section 7.5(a)(ii) of the Seller Disclosure Letter are herein referred to as "TRANSFERRED EMPLOYEES“Retained Employees."” Subject to Section 7.5(f), nothing herein shall restrict Buyer from terminating the employment, for any reason, of any Transferred Employee following the Closing Date.

Employee Matters. (a) Buyer intends During the Pre-Closing Period, the Sellers will make the employees of the Companies (“Companies Employees”) reasonably available to offer, or cause an Affiliate the Purchaser to offer, employment enable the Purchaser to substantially all Business evaluate and determine the Companies Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and may 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 Business Employees who are identified as less than full-time as it may chooseCompanies Employee, based effective upon the Closing, on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business summarized in an offer letter to be provided by the Purchaser to such Companies 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 at least ten (1510) days after the execution of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date (each, an “Offer Letter”); 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 no event more than fifteen form satisfactory to the Purchaser (15) days after 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 Pre-Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer Period, the Purchaser will reasonably coordinate with the Sellers concerning its process of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional communicating with Companies Employees who accept employment from Buyer and become employees of Buyer or an Affiliate thereof in accordance will be offered positions with the Transition Services Agreement are referred to herein Purchaser and those whose employment will be terminated, in each case as "TRANSFERRED EMPLOYEES."described in the preceding sentence of this Section 5.6

Employee Matters. (a) Effective as of the Closing Date, Buyer intends to offer, or 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 the Staff Employees who are identified as less than full-time as it may choose, based listed on the recommendation Schedule 4.3. A Staff Employee 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer or an Affiliate and who accepts such offer shall become a staff employee of Buyer from accepting on the day such offerperson reports, if at all, to work for Buyer (such a staff employee is hereinafter referred to as a “Transferred Staff Employee”). Business Employees 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 similar basis as Buyer’s other similarly situated staff employees; provided, however, that Buyer shall full discretion to establish the wages, hours and Additional Employees who accept terms of employment from for all Transferred Staff Employees. Without limiting the foregoing, during the Earn-Out Period Buyer and become employees of Buyer or an Affiliate thereof in accordance shall consult with the Transition Services Agreement are referred Minority Shareholder (or other principal executive of the Business) prior to herein making any materially adverse change to the base salary and bonus opportunity of any Transferred Staff Employee as "TRANSFERRED EMPLOYEEScompared 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 provide Sellers and Majority Shareholder with reasonable access to the office manager of the Business, the office facilities of the Business, and copies of such Records of the Business, including, without limitation, Sellers’ QuickBooks files and computers, as necessary to allow Sellers to comply with its W-2 and Affordable Care Act reporting obligations under applicable Law; provided, that Buyer shall have no Liability with respect thereto."

Employee Matters. (a) Buyer intends Prior to offer, or 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 recommendation 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 date of this Agreement, representatives of Buyer 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any one of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers has provided a written offer of employment made by the Buyer to an Additional Employee shall be on at least the same basis certain FS Development Platform Employees whom it desires to employ effective 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 Additional Employees. Closing (each, together with the Key Employees and 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 Offer provides that employment with Buyer or one or more of its Affiliates will commence effective as of the Closing. Each Offer Employee who has accepted or, after the date hereof, accepts an Offer and commences employment with Buyer or one of its Affiliates effective as of the Closing shall be referred to as a “Transferred Employee.” From the date hereof until (and inclusive of) the Closing Date, Seller shall (and shall cause its Affiliates to) (i) use commercially reasonable efforts to notify Selling Parties of make the names of those Business Offer Employees available to Buyer, (ii) use commercially reasonable efforts to respond to information requests regarding the Offer Employees and Additional (iii) not interfere with the Offer process between the Offer Employees that accept such employment offers and Buyer and (other than to make the Offer Employees available to Buyer pursuant to clause (i) and to respond to informational requests from Buyer pursuant to clause (ii)). Seller shall terminate the employment of any Offer Employees who are also not Transferred Employees within thirty (30) days following the Closing Date (the “Terminated Employees”) and be solely responsible for all Liabilities arising from, related to, or any other Affiliate based upon the applicable Offer Employee’s termination of Buyer employment. No individuals shall be employed by the Acquired Companies immediately prior to the Closing Date and in no event more than fifteen (15) days after the Closing DateClosing. The Selling Parties and their Affiliates Buyer shall not discourage provide prompt written notice to Seller of any Business Employee or Additional Offer Employee to whom which Buyer makes an offer 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 is made relationship with Seller or its Affiliates terminates (whether by Buyer Seller or an Affiliate of Buyer from accepting by 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 Offer Employee) prior to herein as "TRANSFERRED EMPLOYEESClosing."

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) Buyer intends to offer, or 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 accrued vacation pay then owed to such Business Employees who are identified Employee as less than full-time as it may chooseof such termination or (b) to carry forward a number of paid vacation days accrued prior to the Closing to his or her employment with TransWestern. At Closing, based on the recommendation Seller shall deliver to TransWestern a schedule setting forth all of the key management 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 Partnership EntitiesClosing, in either caseSeller 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, on terms present 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 and the Selling Parties shall meet to identify employees future editions 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 Directories as provided in Section 4.4(a) (collectively, the "ADDITIONAL EMPLOYEESCollection 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. The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plansshall terminate, and TransWestern will hire, the Selling Parties 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 provide Buyer with copies obligate TransWestern to offer employment to any employee of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer Seller or any other Affiliate 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 Buyer 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, 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 ERISA) or any other employee benefit plan or arrangement at any time maintained or contributed to by 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 (including vacation pay and insurance benefits) of any Employee for periods prior to the Closing Date and in no event more than fifteen of any other employee of Seller for any period and/or (15ii) days after arising as a result of the Closing Date. The Selling Parties transactions contemplated by this Agreement, including, but not limited to, severance compensation and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESbonus payments."

Employee Matters. (a) Buyer intends to offer, or 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 recommendation 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 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 (collectively, the "ADDITIONAL EMPLOYEES"“Additional Employees”). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEES“Transferred Employees."”

Employee Matters. (a) Buyer intends to offer, or (i) Seller shall cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(inot Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date; (ii) as fullBuyer 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-time Closing Offer at least fifteen (15) Business Employees Days prior to the completion of individual elements of Transition Services Agreement; and may offer employment (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation any of the key management remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion 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 individual elements of the Transition Services Agreement. In additionEach 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, within fifteen (15) days after the execution of this Agreementincluding with respect to any applicable background checks and drug testing, representatives 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 the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees its Affiliates. Seller and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to notify Selling Parties 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 names 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 those Business Employees employment shall be contingent and Additional Employees that accept effective upon the employee’s return to active employment, provided such return to employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen occurs within six (156) days months after the Closing Date. The Selling Parties To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and their Affiliates such employees are paid severance by Seller, Buyer shall not discourage 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 Business Employee or Additional Employee to whom an offer portion of employment is made by Buyer or an Affiliate of Buyer from accepting such offer. the Business Employees employed with Seller and Additional Employees who accept employment from Buyer and become employees its Affiliates for a period running concurrently with the term of Buyer or an Affiliate thereof in accordance with the Transition Services Agreement are referred (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to herein as "TRANSFERRED EMPLOYEES."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) Commencing on the Closing Date and continuing through the date that is twenty-four (24) months following the Closing Date (the “Continuation Period”), and subject to

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) Buyer intends to offeron the terms set forth in this Section 6.3 (“Transfer Offer”) that, or cause an Affiliate to offerif accepted, employment to substantially all Business shall become effective immediately upon the Closing. Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees accept such Transfer Offers and may offer begin employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation 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 with Purchaser in accordance with the Transition Services Agreement. In addition, within fifteen (15this Section 6.3(a) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet be referred to identify employees of the Selling Parties herein as “Transferred Employees.” Nothing herein shall be construed as a representation 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered guarantee by employee benefit plans or programs of Parent Seller or any of its Affiliates other than 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 Plansand 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 Selling Parties transactions contemplated by this Agreement shall provide Buyer with copies not constitute a termination of employment of any Transferred Employee prior to or upon the consummation of such plans or programs as promptly as practicable after such Additional Employees are identifiedtransactions. Any such offers For a period of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare one (1) year from and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) days after the Closing Date, Purchaser shall provide each Transferred Employee with (i) base compensation/wage rate that is no lower than that provided to such Transferred Employee as of the date hereof; (ii) short-term cash bonus opportunity that is no less favorable than that provided to such Transferred Employee as of the date hereof; and (iii) other employee benefits (other than equity incentive, retention or change in control arrangements) that are substantially comparable in the aggregate to those provided under the Seller Plans as of the date hereof. The Selling Parties For purposes of eligibility, determining level of benefits, vacation and their 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 (the “Purchaser Plans”), each Transferred Employee shall not discourage be credited with his or her years of service with Seller and its Affiliates before the Closing Date, except to the extent such credit would result in a duplication of benefits. Without limiting the generality of any Business Employee or Additional Employee to whom an offer other provision of employment is made by Buyer 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 "TRANSFERRED EMPLOYEES."this Agreement:

Employee Matters. As of the Closing Date, the Sellers shall terminate all of their employees at the Facilities (aexcept those two employees whose employment Contracts are being assumed as set forth in (i) immediately hereafter), and Buyer shall (i) assume the two employment Contracts set forth on Schedule 1.1(i) and (ii) offer to hire substantially all such other employees commencing as of the Closing Date at compensation levels consistent with those being provided by the Sellers immediately prior to the Closing Date. Buyer shall provide a list to Sellers at least ten (10) days prior to Closing of all employees of the Sellers that Buyer does not intend to hire, if any. The offers of employment will be 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 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 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 be responsible for any notification required under the WARN Act. To the extent Buyer fails to provide proper WARN Act notice (as and if required) Buyer intends to offer, or 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 shall be responsible for payments due affected employees under the recommendation WARN Act. In respect of the key management employees employed by Buyer, it shall provide such employees with employee benefits consistent with the benefits generally offered to employees 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 Affiliates of Buyer in the same geographic regionarea as the Facilities and, as determined to the extent the Sellers have qualified retirement programs for such employees, Buyer shall recognize the existing seniority of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, however, that no such credit need be given in good faith respect of any new plan commenced or participated in by Buyer, such employment Buyer in which no prior service credit is given or recognized to commence as contemplated in accordance with the Transition Services Agreementor for other plan beneficiaries. In additionextending such benefits, within fifteen (15) days after Buyer shall waive pre-existing conditions limitations in Buyer's welfare benefit plans which might otherwise apply to such employees except to the execution of this Agreement, representatives of Buyer and extent employees have not satisfied such limitations under the Selling Parties shall meet to identify employees current welfare benefit plans 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESSellers."

Employee Matters. (a) No later than twenty (20) days prior to Closing, Seller shall provide Buyer intends to offer, or 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 recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each with a revised Business Employee Data List (including the list of Business Employees) which is current 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 Agreementof that date. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer 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 a minimum of eighty percent (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any 80%) of the Additional Business Employees are covered (as selected by employee benefit plans or programs of Parent or any of Buyer in its Affiliates other sole discretion), commencing on the Closing Date. No later than Seller Plansten (10) days prior to the Closing, the Selling Parties Buyer shall provide Buyer Seller with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees who have received and Additional accepted offers of employment with Buyer commencing on the Closing Date (each such Business Employee, a “Continuing Employee”). The terms and conditions of the salary (or hourly wage rate, as applicable), other compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be the same as those provided to similarly-situated employees of Buyer and its Affiliates as of the Closing Date; provided that accept 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 offers from Buyer or any other Affiliate one of Buyer 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 Closing Date employment of each Continuing Employee who has received and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom timely accepted an offer of employment is made by with Buyer 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 this Section 10.4(a). In the Transition Services Agreement are referred 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 pay to herein as "TRANSFERRED EMPLOYEESSeller 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. Notwithstanding the foregoing, Buyer shall not assume any other obligations under any severance/retention agreement with any Company, AEC Subsidiary, Seller or Seller Parent Guarantor or under any other EMES Employee Benefit Plan with respect to the Key Employee(s) or any other Business Employee."

Employee Matters. (a) Buyer intends to offerFor a period of one year following the Effective Time (the “Continuation Period”), Raven shall provide, or shall cause to be provided, to each employee of 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 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 annual base salary or wage rate that is no less favorable to such Business Employees who are identified as Continuing Employee than the annual base salary or wage rate provided to such Continuing Employee immediately prior to the Effective Time; (ii) an annual cash bonus opportunity that is no less than full-time as it may choose, based on the recommendation of annual cash bonus opportunity that was provided to such Continuing Employee immediately prior to the key management of the Partnership Entities, in either case, on terms Effective Time; and conditions for each Business Employee as (iii) employee benefits that are substantially comparable, no less favorable in the aggregate, aggregate than those provided to industry standards for similarly situated employees located of Raven and its Subsidiaries, provided that, for purposes of this clause (iii), the employee benefits generally provided to employees of Eagle and its Subsidiaries as of immediately prior to the Effective Time shall be deemed to be no less favorable in the same geographic region, as determined in good faith by Buyer, such employment aggregate 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 and the Selling Parties shall meet those provided to identify similarly situated employees of Raven and its Subsidiaries, it being understood that the Selling Parties Continuing Employees may commence participation in the “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), maintained by Raven 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 its Subsidiaries (collectively, the "ADDITIONAL EMPLOYEES"“New Plans”) at such times as are determined by Raven. Notwithstanding the foregoing, 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). The Selling Parties agree that if , Raven shall provide, or shall cause to be provided, to each Continuing Employee (excluding any employee with an individual agreement providing for severance) whose employment terminates during the Continuation Period under circumstances set forth on Section 5.6(a) of the Additional Employees Eagle Disclosure Letter severance benefits that are covered by employee benefit plans or programs set forth on Section 5.6(a) of Parent the Eagle Disclosure Letter, and, for the avoidance of doubt, taking into account all of the Continuing Employee’s service with the Eagle and its Subsidiaries (and their predecessors) for purposes of determining the levels of severance benefits to be provided to such Continuing Employee. For the avoidance of doubt, nothing in this Agreement shall require Raven or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer Subsidiaries to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or employ any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESPerson."

Employee Matters. (a) Buyer intends to offerAs of the Closing, Buyers or cause an Affiliate to offer, one of their Affiliates shall retain the employment to substantially all Business Employees of each employee of U.K. Engineered Films other than any employee who are shall be offered employment by the Sellers and who is identified on Schedule 2.19(f)(i5.05(a) as full-(each such employee listed on Schedule 5.05(a), a “U.K. Seller Employee”). For twelve (12) months following the Closing (or such shorter period of time Business Employees and may offer employment that any Transferred Employee remains an employee of the Business), Buyers shall, or shall cause the Businesses to, (i) provide to each employee identified on Schedule 5.05(b) (each, a “Transferred Employee”) base salary or wages at least equal to those provided to such Business 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 who are identified as less generally, with employee benefits (other than fullequity-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee as benefits) that are substantially comparable, similar in the aggregateaggregate to either those benefits provided to Transferred Employees immediately prior to the Closing or, the employee benefits provided by Buyers to industry standards for similarly situated employees located in the same geographic regionof Buyers, as determined by Buyers. Except as set forth in good faith by Buyerthis Agreement, Sellers shall be responsible for payment of all base salary and 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 employment to commence as contemplated Transferred Employees. Without limiting the 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 Transition Services Agreement. In additionforegoing, within fifteen 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: (15x) days waive any limitations regarding pre-existing conditions and eligibility waiting periods under any welfare or other employee benefit plan maintained by any of them on and after the execution Closing and in the plan year in which the Closing Date occurs to the extent such pre-existing condition or waiting period did not apply to the employee under a comparable plan of this AgreementSellers immediately prior to the Closing; (y) provide each Transferred Employee with credit for any co-payments and deductibles paid prior to the Closing for the calendar year in which the Closing occurs, representatives in satisfying any applicable deductible or out-of-pocket requirements under such welfare plans or other employee benefit plans; and (z) for all purposes (other than for purposes of Buyer benefit accruals under any defined benefit pension plan) under all compensation and benefit plans and policies applicable to the Selling Parties shall meet to identify employees of Transferred Employees (other than any equity-based plan, and except as otherwise provided in any employment agreement), treat all service by the Selling Parties or Transferred Employees with Sellers before the Closing as service with Exopack, Buyers and any of their Affiliates who are not Business Employees and Subsidiaries to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any same extent such service was recognized under similar Plan as of the Additional Employees are Closing Date; provided that the foregoing clauses (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 contrary, Buyers agree to provide each Transferred Employee who is covered by employee benefit plans or programs under the terms of Parent or any of its Affiliates other than Seller Plansa collective bargaining agreement, with compensation and benefits as required under the Selling Parties shall provide Buyer with copies terms of such plans or programs as promptly as practicable collective bargaining agreement. On and after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee Closing Date, Buyers shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional responsible for bonuses for Transferred Employees, whether accrued prior to, at or after the Selling Parties Closing. Sellers shall prepare retain responsibility for all long-term disability benefits and submit to Buyer a list of the Additional Employees. Buyer workers’ compensation benefits for those Transferred Employees whose disabling injury, event or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 illness occurs prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date. The Selling Parties and their Affiliates shall who are not discourage any Business Employee or Additional Employee to whom covered under an offer of employment insurance Contract that is made by Buyer 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 "TRANSFERRED EMPLOYEESAssumed Plan."

Employee Matters. (a) Within thirty (30) days following the date of this Agreement, Seller shall deliver to Buyer intends to offer, or cause an Affiliate to offer, employment to substantially a list identifying all of the employees of the Outdoor Group Entities primarily engaged in the Outdoor Business Employees who are not then Buyer Retained Employees (the “Employee List”, and the employees identified on Schedule 2.19(f)(ithe Employee List, the “Identified Employees”). Thereafter, Seller shall provide Buyer (x) as full-time Business Employees and may offer employment reasonable access during regular business hours to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation records of the key management of Outdoor Business Entities regarding each such Identified Employee as is requested by Buyer and as the Partnership EntitiesOutdoor Business Entities may lawfully provide to Buyer and (y) to the extent reasonably acceptable to Seller, access to the Identified Employees, in either case, on terms and conditions each case for each Business Employee as are substantially comparable, in the aggregate, purpose of Buyer determining whether to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, retain such employment to commence as contemplated in accordance Identified Employees with the Transition Services AgreementOutdoor Group Entities following the Closing. In addition, within fifteen with the approval of Seller (15not 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 after prior to the execution of this Agreement, representatives of Buyer 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 date that Buyer may make offers of employment (collectivelyreasonably believes Closing is likely to occur, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes permitted to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit deliver to Buyer Seller a list of the Additional 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. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties ”) and following such delivery of the names Selected Employee List Seller shall provide Buyer access to each Selected Employee then employed by the Company for the purpose of those Business Employees taking such steps as Buyer determines are appropriate to obtain such Selected Employee’s agreement to remain employed with the Outdoor Group Entities following the 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 be contingent upon the consummation of the Contemplated Transactions and Additional Employees (ii) any such agreement contains terms and conditions that accept are consistent with the remainder of this Section 5.5. Seller agrees that it will not discuss with any Selected Employee any increase to or expansion of the compensation or benefits that such employment offers 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 not remain employed with the Outdoor Group Entities following the Closing. In furtherance of the foregoing, Buyer shall promptly notify Seller if it has decided not to retain any such Selected Employee. Any Selected Employee who agrees to remain with the Outdoor Group Entities following the Closing and any other Affiliate employee of Seller or the Company Group Entities whom Buyer and Seller mutually agree should be retained with the Outdoor Group Entities following the Closing shall thereafter be deemed a “Buyer Retained Employee”; provided that any such Selected Employee or other employee who, prior to the Closing Date and in no event more than fifteen (15) days after Date, rescinds his or her agreement to remain with the Outdoor Group Entities following the Closing Date. The Selling Parties and their Affiliates pursuant to this Section 5.5(a) shall thereafter no longer be deemed a “Buyer Retained Employee.” Each of the parties hereto acknowledges that the consummation of the Contemplated Transactions is not discourage conditioned on any Business Employee employee of Seller or Additional Employee to whom an offer of employment is made by the Company Group Entities being a Buyer 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 "TRANSFERRED EMPLOYEESRetained Employee."

Employee Matters. (a) Buyer intends to offerAs soon as reasonably practicable, or cause an Affiliate to offer, employment to substantially all but in any event no later than ten (10) 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 recommendation 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 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Days prior to the Closing Date (to be effective as of the Closing Date), Buyer shall offer employment to each Business Employee who is listed on Schedule 6.7(a) and actively employed by Seller immediately prior to the Closing Date, in no event more 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 fifteen (15) days after 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. The Selling Parties and their Affiliates shall not discourage any For purposes of this Section 6.7(a), a Business Employee will be treated as “actively employed” if as of the Closing Date such person is actively at work, or Additional Employee on vacation, holiday, jury duty, sick leave (not including short-term or long-term disability) or bereavement leave. The Business Employees to whom an offer of employment is offers are made by Buyer 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 preceding sentence and who begin work with Buyer immediately after the Closing Date are referred to herein as "TRANSFERRED EMPLOYEES“Buyer Employees”. Seller shall 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 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 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 (or any predecessor thereto). Notwithstanding the foregoing, for purposes of determining accrued vacation, each Buyer Employee shall be credited with such amount of services as shall be necessary to entitle such Buyer Employee to a minimum of *** 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 the Closing. In addition, on or promptly following the Closing Date, 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 amounts have been paid to the Buyer Employees, and in no event later than ten (10) Business Days thereafter, Seller shall reimburse Buyer for the full aggregate amount of such payments, together with the amount, as specified by Buyer, of all payroll taxes or similar amounts paid or payable by Buyer in respect of such payments."

Employee Matters. (a) Buyer intends Prior to offerthe 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 cause an Affiliate hearing of Sellers or any of their Affiliates; and (ii) inspect the personnel files and other documentation relating to offereach such Business Employee that is within Sellers’ or their Affiliate’s possession, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and custody or control. Buyers or one of their Affiliates may offer employment to such those Business Employees who are identified as less than full-time as it may chooseof their choosing, based on the recommendation of the key management of the Partnership Entities, in either case, 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 each employment commencing as of the time immediately following the Closing (or, with respect to any 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 and the Selling Parties shall meet to identify employees of the Selling Parties whom Buyers or any one of their Affiliates has made an employment offer but who are not Business Employees and to whom Buyer and is on a leave of absence on the Selling Parties agree that Buyer may make offers of employment (collectivelyClosing Date, the "ADDITIONAL EMPLOYEES"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). The Selling Parties agree that if any of Within five (5) days prior to the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller PlansClosing Date, the Selling Parties Buyers shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names inform Sellers of those Business Employees who have accepted such offers and Additional Employees 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 accept such could reasonably be expected to discourage any Business Employee from accepting an employment offers 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 Buyer accepting employment with Buyers or their Affiliates, including, but not limited to, any non-compete or confidentiality agreements or any other Affiliate agreement that would affect the ability of Buyer prior 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 and in no event more than fifteen (15) days after the Closing Date. The Selling Parties date on which a Continued Employee commences active employment with Buyers or their Affiliates, Sellers and their Affiliates shall take all necessary actions, if any, to fully vest as 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 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 transactions contemplated by this Agreement for the duration of the period to which such individuals are entitled to such coverage. Sellers and their Affiliates shall take any and all necessary actions to ensure that Buyers and their Affiliates are not discourage required to provide such continuation coverage to any such individual at any time. 26 (d) The provisions of this Section 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 Employee, or Additional Employee legal representative or beneficiary thereof, any rights or remedies, including any right to whom an offer employment or continued employment for any specified period, or compensation or benefits of employment is made by Buyer any nature or an Affiliate of Buyer from accepting such offerkind whatsoever under this Agreement. 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 "TRANSFERRED EMPLOYEES."Section 5.16

Employee Matters. (a) Buyer intends Purchaser will make Comparable Job Offers (as defined below) on or about the Closing Date (to offerbe effective as of the Effective Time) to all Employees (i) whose names appear on Schedule 6.8(c) as of the date of this Agreement (or, with the consent of Purchaser, as of the Closing Date), (ii) who are employed by Seller immediately prior to the Closing Date, and (iii) who are not Excluded Employees (each, a “Covered Employee”). Purchaser will communicate offers of at-will employment in a form determined by Purchaser and which form is not reasonably objected to by Seller. All Covered Employees shall be offered at-will employment with Purchaser (i) in a comparable position as such Covered Employee’s position with Seller on the date hereof, (ii) with annual base salary, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified weekly or hourly rate of pay which is no less than such Covered Employee’s pay with Seller indicated on Schedule 2.19(f)(i6.8(c) 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(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 recommendation Closing Date, and (iv) with a work status (full or part-time, including number of hours-per-week worked) that is not changed from that indicated on Schedule 6.8(c) (a “Comparable Job Offer”). Each Covered Employee who 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 Purchaser who on the key management Closing Date is on military leave, sick leave, maternity leave, short-term disability or other leave of the Partnership Entitiesabsence approved by Seller in accordance with past practice, in either caseexcept as required by applicable law and is named on Schedule 2.5(a)(ii) (each, an “Employee on terms and conditions for each Business Leave”), Purchaser need only employ such Covered Employee as are substantially comparable, in the aggregate, on an at-will basis beginning after such absence if such Covered Employee returns 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 additionterms of such Covered Employee’s leave, within fifteen (15) days provided that such Covered Employee commences active employment with Purchaser no later than six months after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees commencement 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identifiedleave. Any such offers of Employee on Leave who commences active employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 with Purchaser in accordance with the Transition Services Agreement are preceding sentence will cease employment with Seller at the end of such leave of absence and the date of commencement of active employment with Purchaser in accordance with the previous sentence shall be referred to herein as "TRANSFERRED EMPLOYEESthe “Transfer Date."” Seller shall cooperate in facilitating the performance of 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) Buyer intends to offer, or (i) Seller shall cause an Affiliate to offer, employment to substantially all Business Employees who are identified not Sale Entity Employees or 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 Schedule 2.19(f)(i) as fullPost-time 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 may offer 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 such Business Employees who are identified as less than full-time as it may choose, based covered by a Collective Bargaining Agreement on the recommendation Closing Date (“Union Business Employees”), Buyer will cause the 52 4894-6761-6617 v.11 Post-Closing Employer to assume the Collective Bargaining Agreement as of the key management of Closing Date, and to continue to abide by the Partnership Entities, in either case, on 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 (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 covered by a Collective Bargaining Agreement as of the Closing Date (“Non-Union Business Employees”), Commencing on the Closing Date and continuing through the date that is twenty-four (24) months following the Closing Date (the “Continuation Period”), and subject to Section 5.6(h) below, Buyer shall cause a Post-Closing Employer to provide to each Non-Union Business Employee who becomes employed by a Post-Closing Employer (i) base pay that is no less than his or her base pay as are substantially comparablein effect as of immediately prior to Closing, (ii) target annual cash bonus that is no less than his or her target annual cash bonus in effect as of immediately prior to 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 and health and welfare benefits, that, in the aggregate, to industry standards for similarly situated employees located in the same geographic regionare no less than his or her various stipends, 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 and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees all other compensation and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 in effect immediately prior to the Closing Date Closing; and in (2) employment at a work location no event more than fifteen fifty (1550) days after miles from his or her work location as of 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 Datethat is outside of Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina, Buyer may, in its sole discretion, provide employment at any location that it determines appropriate. The Selling Parties For the sake of clarity, the aggregate determination under clause (ii)(1) of this Section 5.6 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 their Affiliates further, shall not discourage any Business Employee or Additional Employee be subject to whom an offer of employment is made by Buyer 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 the Mirror Plan Period as outlined in accordance with the Transition Services Agreement are referred to herein as "TRANSFERRED EMPLOYEESSection 5.6(h)."

Employee Matters. (a) 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 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 intends shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to offerwhom Buyer or its Affiliate will provide continuing employment (whether at Buyer, or cause an Affiliate of the Buyer or the Companies), subject to offerthe employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment to substantially all Business during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees who are whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 2.19(f)(i) as full-time Business Employees and may offer 6.3(a). The employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Partnership EntitiesClosing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in either casehis or her current position or a position with materially comparable duties (subject to Buyer’s, on terms its Affiliate’s, the Companies’ ability to terminate any employee at any time 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 Agreementany reason). In addition, within fifteen (15) days after following the execution of this Agreement, representatives of Buyer 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 (collectivelyClosing, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Continued Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer will continue to an Additional Employee shall be participate in all Company Benefit Plans on at least the same basis and the same extent as they participated prior to the offers Closing, unless and until Buyer makes determines to Business Employeesamend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates Seller shall use its commercially reasonable efforts to notify Selling Parties of assist Buyer with Buyer’s (or the names of those Business Employees and Additional Employees that accept such Companies’ immediately following Closing) entry into employment offers from Buyer or agreements with any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) 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 is made by Buyer 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 "TRANSFERRED EMPLOYEESContinued Employee."

Employee Matters. (a) Buyer intends to offer, or 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 6.5.1 Between the recommendation 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 date hereof and the Selling Parties Closing Date, Buyer 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, effective as of 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 (collectivelyincluding, without limitation, under the "ADDITIONAL EMPLOYEES"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), each of whom is separately identified in Part I of Section 6.5.1 of the Seller Disclosure Letter (the “Excluded Employees”), which schedule shall be updated not earlier than ten Business Days prior to the Closing Date, and (ii) any Property Employees named in Part II of Section 6.5.1 of the Seller Disclosure Letter (the “Specified Employees”). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any All such offers of employment made by the Buyer to an Additional Employee Represented Employees shall be on at least terms and conditions that comply with the same basis 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 offers Buyer makes to Business “Transferred Employees. Promptly following such agreement regarding the Additional .” Property Employees who (i) are not Transferred Employees, the Selling Parties 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 paragraph, Buyer shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties advise Seller, in writing, of the names of those Business the Property Employees and Additional Employees that accept to receive such employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after offers. Following the Closing Date. The Selling Parties and their Affiliates , Seller shall not discourage be responsible for the continued employment of any Business Employee or Additional Employee to whom an offer of employment is made by Buyer 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 "TRANSFERRED EMPLOYEESExcluded Employees."

Employee Matters. (a) Offers of Employment. Schedule 5.4(a) sets forth the Employees (the “Potential Employees”). Buyer intends to offer, or 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 recommendation 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 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 formal offers of employment to the Potential Employees no later than the date next-following the Closing Date (collectivelythe “Offer Date”), with such offers to remain open until the "ADDITIONAL EMPLOYEES")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 Potential Employee immediately prior to the Closing as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room, (ii) at an annual cash bonus incentive opportunity that is no less favorable than that provided to such Potential Employee by Sellers for calendar year 2014 as set forth in 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 determined by Buyer in good faith. The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties Sellers shall provide Buyer cooperate with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use their commercially reasonable efforts to notify Selling Parties make such Potential Employees accessible to Buyer. With respect to each Employee that accepts an offer of the names of those Business Employees and Additional Employees that accept such employment offers from with Buyer or any other Affiliate its Affiliates, whether upon or following the Closing, the Sellers shall terminate for all purposes (including under all Seller Plans) the employment of Buyer each such Employee, effective (i) immediately prior to the Closing Date for those Employees who commence employment with Buyer or its Affiliates at Closing, and in no event more than fifteen (15ii) days immediately prior to commencing employment with Buyer or its Affiliates for those Employees who commence employment with Buyer or its Affiliates after the Closing DateClosing. The Selling Parties and their Affiliates shall not discourage any Business Each Employee or Additional Employee to whom an offer of who so commences employment is made by with Buyer or an Affiliate of Buyer from accepting such offer. Business Employees and Additional Employees who accept employment from Buyer and become employees of Buyer thereof, whether upon or an Affiliate thereof in accordance with following the Transition Services Agreement are Closing, shall hereinafter be referred to herein as "TRANSFERRED EMPLOYEESa “Transferred Employee” as of the Closing."

Employee Matters. (a) Buyer intends No less than 30 calendar days prior to offerthe expected Closing Date, or cause an Affiliate to offersuch later date as shall be mutually agreed in writing between Buyer and Seller, Buyer shall extend a written offer of employment to substantially all those certain Business Employees who are identified set forth on Schedule 2.19(f)(i5.08(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 full-shall be mutually agreed in writing between Buyer and Seller, by providing written notice to Seller; provided that, Schedule 5.08(a) may be further amended by Buyer after such 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 recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each remove any Business Employee as are substantially comparable, in the aggregate, who ceases 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 be an employee of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties Seller 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 (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than a Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the 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 Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify 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 Subsidiary prior to 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 event more than fifteen (15) days after less favorable in the aggregate as provided to such Business Employee by Seller or its Subsidiaries as of immediately prior to the Closing Date. The Selling Parties Unless otherwise agreed to in writing by Buyer and their Affiliates Seller, each such offer shall not discourage any as a condition to acceptance provide that the Business Employee or Additional Employee to whom who accepts an offer of employment is made by Buyer 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 this Section 5.08(a) shall resign his or her employment with Seller or Seller Affiliate (as applicable) as of the Transition Services Agreement are referred Closing Date and commence his or her employment with Buyer the following day. With respect to herein as "TRANSFERRED EMPLOYEESany Business Employee (i) who does not become a Transferred Employee, and (ii) whose employment by Seller or its Subsidiaries is terminated within 90 calendar days following the 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 Severed 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 receipt of an invoice that reasonably complies with the requirements of the preceding sentence. With respect to each Business Employee other than Transferred Employees or Severed Business Employees, Seller shall be liable for, and Buyer shall have no liability for, any severance costs."

Employee Matters. (a) Buyer intends to offershall, or Buyer shall cause an Affiliate to offerone of its Affiliates to, 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 recommendation 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 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 extend offers of employment to Seller’s employees set forth on Schedule 7.2(a) (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any “Target Employees”) (and such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Target Employees, the Selling Parties “Transfer Offers”) that, if accepted, shall prepare become effective on the Closing Date. Seller and submit to Buyer a list the officers of the Additional Employees. Buyer or one or more of its Affiliates Seller shall use commercially reasonable efforts to notify Selling Parties 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 names date hereof and incentive compensation opportunity which shall be at least commensurate with the terms of those Business Employees and Additional Employees that accept 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 employment offers from Buyer or any other Affiliate Target Employee remaining continuously employed by Seller until the end of Buyer the day prior to the Closing Date and in no event more than fifteen (15) days after the Closing DateClosing. The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of Target Employees who commence employment is made by with Buyer 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 pursuant to a Transfer Offer shall be referred to herein as "TRANSFERRED EMPLOYEES“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 in any other employee of Seller, to employment with Buyer or any Affiliate of Buyer. All compensation, including base salary or wages, unused Accrued PTO (except to the extent assumed by Buyer or its Affiliates), commissions, bonuses and benefits payable by Seller to or on behalf of each Transferred Employee for services performed on or prior to the Closing, shall be vested and paid or otherwise discharged in full by Seller. Effective as of the Closing, the Transferred Employees shall cease all active participation in and accrual of benefits under the Employee Plans.