Common use of Employee Related Matters Clause in Contracts

Employee Related Matters. (a) At the Closing, the Purchaser will deliver in writing an offer of employment (on an “at-will” basis) to certain key executives acceptable to the Purchaser (the “Eligible Employees”) and Purchaser and such Eligible Employees shall enter into employment agreements on such terms and conditions as the parties thereto may mutually agree upon. (b) For at least six months following the Closing Date, Purchaser shall, with respect to each Company employee who is employed by Purchaser or any of its Affiliates, cause to be maintained for such Company employee benefits and benefit levels which are, with respect to each Company employee, reasonably consistent with, in the aggregate, the benefits and benefit levels available to such Company employee as of immediately prior to the Closing (except that no such Company employee need be provided with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed by the Company for longer than six months will be eligible to participate in standard employee benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled by AEL Trust or its Affiliates. (c) For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company to the same extent such service credit was granted under the applicable employee benefit plans of the Company. To the extent permitted by the terms of the applicable plans, Purchaser shall (and shall cause the Company and other applicable Affiliates of Purchaser to): (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing under any welfare benefit plan maintained for the Company employees immediately prior to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing. (d) Notwithstanding the foregoing, this Section 5.5 shall not be deemed to create any right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective Affiliates. (e) The rights provided to the Company employees under this Section 5.5 shall survive consummation of the Stock Purchase and the other transactions contemplated by this Agreement and are intended to benefit, and shall be enforceable by, each Company employee.

Employee Related Matters. (a) At Buyer shall cause the Company to continue the employment, immediately after the Closing, of those employees of the Purchaser will deliver Business who were employed by the Company immediately before the Closing (each a “Continuing Employee”). Buyer shall be responsible for all costs of severance associated with any employee terminated in writing an offer connection with or following the consummation of employment the transactions contemplated hereby. Buyer shall, or it shall cause its Affiliates to, give Continuing Employees full credit for all purposes (on an “at-will” basisother than benefit accrual under a defined benefit pension plan) to certain key executives acceptable under the employee benefit plans or arrangements maintained by Buyer or its Affiliates in which Continuing Employees participate after the Closing Date for such Continuing Employee’s service with the Company or any of its Affiliates immediately prior to the Purchaser (Closing Date. With respect to any welfare benefit plans maintained by Buyer or its Affiliates for the “Eligible Employees”) benefit of Continuing Employees on and Purchaser and such Eligible Employees shall enter into employment agreements on such terms and conditions as the parties thereto may mutually agree upon. (b) For at least six months following after the Closing Date, Purchaser Buyer shall, or shall cause its Affiliates to, (i) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived under comparable Benefit Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to each Company employee who is employed comparable plans maintained by Purchaser the Company. Nothing in this Agreement shall confer upon any Continuing Employee any right as a third party beneficiary with respect to (x) continued employment (or any particular term or condition of employment) with Buyer or any of its Affiliates, cause to be maintained for such Company employee benefits and benefit levels which are, with respect to each Company employee, reasonably consistent with, in the aggregate, the benefits and benefit levels available to such Company employee as of immediately prior to the Closing (except that no such Company employee need be provided with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed by the Company for longer than six months will be eligible to participate in standard employee benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled by AEL Trust or its Affiliates. y) a limitation on Buyer’s (c) For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company to the same extent such service credit was granted under the applicable employee benefit plans of the Company. To the extent permitted by the terms of the applicable plans, Purchaser shall (and shall cause the Company and other applicable Affiliates of Purchaser to): (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing under any welfare benefit plan maintained for the Company employees immediately prior to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing. (d) Notwithstanding the foregoing, this Section 5.5 shall not be deemed to create any right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective its Affiliates. ’) right to terminate the employment of any Person (eincluding any Continuing Employee) The rights provided at any time and for any or no reason (subject to applicable Law), with or without cause or notice, or the Company employees under this Section 5.5 shall survive consummation exercise of independent business judgment in modifying any terms or conditions of employment of the Stock Purchase Continuing Employees on and after the other transactions contemplated by this Agreement and are intended to benefit, and shall be enforceable by, each Company employeeClosing Date.

Employee Related Matters. (a) At Nothing herein is intended to confer upon any employee of the Company any rights of any kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to or of employment for a specified period or any other form of employment security. Truck City shall not assume any obligation or liability for employment practices or policies maintained by the Company with respect to the Company's employees. Except as otherwise provided herein, Truck City shall have no obligation or liability nor incur any cost or expense with respect to any claims, whether arising before or after the Closing, by any employee or former employee of the Purchaser will deliver in writing an offer Company arising by reason of employment (on an “at-will” basis) the sale or purchase of the Assets pursuant to certain key executives acceptable to this Agreement or by reason of such employee or former employee's employment, or the Purchaser (termination of his or her employment, by Truck City. Without limiting the “Eligible Employees”) and Purchaser and such Eligible Employees shall enter into employment agreements on such terms and conditions as foregoing, any severance obligation arising by reason of the parties thereto may mutually agree upon. (b) For at least six months following sale of the Closing Date, Purchaser shall, with respect to each Company employee who is employed by Purchaser or any of its Affiliates, cause to be maintained for such Company employee benefits and benefit levels which are, with respect to each Company employee, reasonably consistent with, in the aggregate, the benefits and benefit levels available to such Company employee as of immediately prior to the Closing (except that no such Company employee need be provided with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed Assets by the Company for longer than six months will be eligible pursuant to participate in standard employee benefit plans, which this Agreement shall be commensurate with industry standard benefit plans and benefit plans offered to remain the employees of other companies owned or controlled by AEL Trust or its Affiliates. (c) For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company to the same extent such service credit was granted under the applicable employee benefit plans sole liability of the Company. To the extent permitted by the terms of the applicable plans, Purchaser The Company shall (and shall cause a) offer to all employees at the Company and other applicable Affiliates of Purchaser to): (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as time of the Closing the right to continue their coverage under the Company's group health plan(s) (as defined in Section 5000(b)(1) of the Code), such offers to be made in accordance with the continuation coverage requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code ("COBRA continuation coverage"), and (b) provide COBRA continuation coverage to any welfare benefit plan maintained former employee of the Company (or eligible spouse or dependent of such person) who became eligible for such COBRA continuation coverage as of or at any time prior to Closing. The Company agrees that it shall continue in effect on and after Closing for the Company employees immediately prior maximum required period under ERISA Section 602(2) (but without regard to ERISA Section 602(2)(B)) a group health plan or individual medical insurance, plan, policy or arrangement for the purpose of providing medical benefits to any employee (or eligible spouse or dependent of such employee) who is eligible to elect or has elected COBRA continuation coverage pursuant to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closingpreceding sentence. (d) Notwithstanding the foregoing, this Section 5.5 shall not be deemed to create any right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective Affiliates. (e) The rights provided to the Company employees under this Section 5.5 shall survive consummation of the Stock Purchase and the other transactions contemplated by this Agreement and are intended to benefit, and shall be enforceable by, each Company employee.

Employee Related Matters. (a) At As of the Closing Date, the Company (or its assignee) shall offer employment to only those Business Employees as the Company (or its assignee) shall determine in its sole discretion and such offers of employment shall contain terms and conditions of employment (including, without limitation, salary, wages and benefits) that the Company (or its assignee) shall determine in its sole discretion. The Company (or its assignee) shall make sufficient offers of employment at sufficient terms and conditions of employment so as not to give rise to any Contributor obligations or liabilities under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”) (or any other applicable law, including without limitation, USERRA and anti-discrimination laws); provided, however, that no less than five (5) business days prior to the Closing, Contributor shall have provided the Purchaser will deliver Company (or its assignee) with a list of permanent Business Employees laid off at each of the Contributor’s facilities during the 90-day period immediately preceding the Closing and a list of all Business Employees currently on military leave who could be eligible for reinstatement with the Business upon their return from such duty. Nothing in writing an offer this Agreement shall confer upon any Transferred Employee any right with respect to continued employment with the Company (or its assignee), nor shall anything herein limit or interfere with the Company’s (or its assignee’s) right to terminate the employment of any Transferred Employee at any time after the Closing (subject to applicable law), with or without cause or notice, or restrict the Company (or its assignee) in the exercise of independent business judgment in modifying any terms or conditions of employment (of the Transferred Employees on an “at-will” basis) to certain key executives acceptable and after the Closing Date. Prior to the Purchaser Closing Date, Contributor shall take all actions necessary to fully vest each Transferred Employee in their benefits under each Contributor Employee Benefit Plan that is intended to be a qualified plan under Section 401(a) of Code and shall make all employee and employer contributions to such plans for all periods of employee service prior to the Closing Date for all Transferred Employees. The Parties agree and acknowledge that at all times prior to the Closing Date, all of the Business Employees are employees of Contributor only (and no other Party), that only Contributor shall have the “Eligible Employees”) right to supervise and Purchaser direct the activities of the Business Employees and that neither the Company nor any of its Affiliates or assignees shall have the ability to supervise or direct the activities of any of the Business Employees until such Eligible time on or after the Closing date as such Business Employees shall enter into employment agreements on such become Transferred Employees pursuant to the terms and conditions as the parties thereto may mutually agree uponof this Agreement. (b) For If the Company or an Affiliate of the Company does not offer employment to any Business Employee working primarily at least six months following the Ford City Property, the Kittanning Real Property, the Schenley Owned Real Property or the Schenley Leased Real Property as of the Closing Date, Purchaser shall, with respect to each Company employee who is employed by Purchaser or any of its Affiliates, cause to be maintained for such Company employee benefits Date on terms that include base salary and benefit levels which are, with respect to each Company employee, reasonably consistent with, base wages that are comparable in the aggregate, aggregate to the benefits base salary and benefit levels available to base wages enjoyed by such Company employee as of Business Employee immediately prior to the Closing Date (except that no each, a “Terminated Employee”), then Parent may provide to such Company employee need be provided with equity compensation of Purchaser or any Affiliates of PurchaserBusiness Employee a severance benefit under the ordinary severance benefit policy applied under Parent’s severance policy as set forth on the Parent Severance Policy Schedule attached hereto (collectively, the “Termination Benefit”). Any employee that remains employed by Parent shall provide the Company for longer than six months will be eligible with written statements detailing the Termination Benefit provided to participate in standard employee any Terminated Employee as and when the costs of such benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled is incurred by AEL Trust Parent or its Affiliates. (c) For purposes Affiliates and, promptly upon receipt of determining eligibility to participateeach statement, vesting and entitlement to benefits where length of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company to the same extent shall reimburse Parent and its Affiliates for such service credit was granted under the applicable employee benefit plans of the Company. To the extent permitted by the terms of the applicable plans, Purchaser shall (and shall cause the Company and other applicable Affiliates of Purchaser to): (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing under any welfare benefit plan maintained for the Company employees immediately prior to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closingcosts. (d) Notwithstanding the foregoing, this Section 5.5 shall not be deemed to create any right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective Affiliates. (e) The rights provided to the Company employees under this Section 5.5 shall survive consummation of the Stock Purchase and the other transactions contemplated by this Agreement and are intended to benefit, and shall be enforceable by, each Company employee.

Employee Related Matters. (a) At Subsequent to approval of the ClosingIndiana Department of the Form A filing, or otherwise with the Purchaser will deliver in writing an offer prior written consent of Seller, Seller shall allow Buyer reasonable access to the Employees to enable Buyer to communicate the terms of employment (on an “at-will” basis) and employee benefits to certain key executives acceptable be offered by Buyer and to conduct enrollment of the Purchaser (Employees of the “Eligible Employees”) Company and Purchaser Dxxxx into the employee benefit plans of Buyer such that the Continuing Employees become participants in the employee benefit plans of Buyer at the time of employment by Buyer. Buyer shall have the right, but not the obligation, to offer continued employment to any or all of the Employees at wage or salary levels, as applicable, and such Eligible Employees shall enter into employment agreements on such terms and conditions as the parties thereto may mutually agree uponwith employee benefits, that are determined by Buyer. (b) For at least six months following Seller shall remain solely responsible for any and all liabilities relating to or arising in connection with the requirements of Section 4980B of the Code to provide continuation of health care coverage under any Plan in respect of Employees to the extent related to a qualifying event occurring on or before the Closing Date, Purchaser shall, . Buyer shall be responsible for any and all liabilities relating to or arising in connection with the requirements of Section 4980B of the Code to provide continuation of health care coverage under a group health plan (as defined in section 4980B(g)(2) of the Code) in respect of Covered Employees or their beneficiaries who become covered under a group health plan sponsored by or contributed to each Company employee who is employed by Purchaser or any of its Affiliates, cause to be maintained for such Company employee benefits and benefit levels which are, with respect to each Company employee, reasonably consistent with, in the aggregate, the benefits and benefit levels available to such Company employee as of immediately prior to Buyer after the Closing (except that no such Company employee need be provided with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed by the Company for longer than six months will be eligible to participate in standard employee benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled by AEL Trust or its AffiliatesDate. (c) For purposes Except to the extent assumed by Buyer pursuant to Section 2.02(b)(ii) or not accrued for in the calculation of determining eligibility the Final Cash Consideration, Seller shall pay any severance payment, termination payment, sale or transaction bonus, success or change of control payment, “stay-around” or similar bonus, non-competition payments and other similar expenses, bonuses or payments (the “Severance Payments”), which become payable to participate, vesting and entitlement to benefits where length any senior vice president or executive officer of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company or Dxxxx whose employment is terminated within three months following the Closing (provided, in such latter event, that Buyer notified Seller in writing prior to the same extent Closing of Buyer’s intention to so terminate the employment of such service credit was granted under officer following the applicable employee benefit plans of the CompanyClosing). To the extent permitted by the terms of the applicable plans, Purchaser Seller shall indemnify and hold Buyer and its Affiliates (and shall cause including the Company and other applicable Affiliates of Purchaser to): Dxxxx) harmless with respect to such Severance Payments and any third party claims with respect thereto. (id) Buyer shall waive all limitations as to preexisting conditions pre-existing condition exclusions, actively at work exclusions and waiting periods with respect to participation in its health and coverage requirements applicable to welfare plans for all Covered Employees. For the Company employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of calendar year during which the Closing under any welfare benefit plan maintained Date occurs, all health care expenses incurred by the Covered Employees that were qualified to be taken into account for the Company employees immediately prior to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in purposes of satisfying any applicable deductible or out-of-pocket requirements limit under any welfare the health care plans that such employees are eligible to participate in after the Closing. (d) Notwithstanding the foregoing, this Section 5.5 shall not be deemed to create any right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective Affiliates. (e) The rights provided effect prior to the Company employees under this Section 5.5 shall survive consummation of the Stock Purchase and the other transactions contemplated by this Agreement and are intended to benefit, and Closing Date shall be enforceable by, each Company employeetaken into account for purposes of satisfying any deductible or out-of-pocket limits under Buyer’s health care plans for such calendar year.

Employee Related Matters. (a) At Effective as of the Closing, the Purchaser will deliver Continued Employees shall cease to participate in writing an offer all employee benefit plans or agreements providing benefits to any Continued Employees, including but not limited to, all employee benefit plans, programs, practices or arrangements, whether written or oral, of employment the Sellers or their affiliates (on an “at-will” basis) the "Sellers Plans"), other than the severance agreements identified in Schedule 3.19 related to certain key executives acceptable Section 3.19(a)(i), which severance agreements related to the Purchaser (the “Eligible Employees”) and Purchaser and such Eligible Continued Employees shall enter into employment agreements on such terms be assigned by Sellers and conditions its affiliates to the applicable Stock Entities prior to the Closing. Buyer shall not assume any of the Sellers Plans and shall have no obligations and shall have no liabilities with respect to the Continued Employees and the Sellers Plans, except as the parties thereto may mutually agree uponspecifically provided by this Agreement. (b) For Effective as of the Closing, the Buyer shall take all action necessary or appropriate to extend coverage under an existing defined benefit pension plan (the "Buyer Pension Plan") qualified under section 401(a) of the Code to the Continued Employees who are participants in the defined benefit pension plan in effect for the employees of the Sellers (the "Sellers Pension Plan") at least six months following the Closing Date and who after giving effect to this paragraph have met the eligibility requirements of Buyer Pension Plan. The Continued Employees shall be credited with their years of service with the Sellers and its affiliates, for eligibility and vesting purposes under the Buyer Pension Plan, as of the Closing Date, Purchaser shall, with respect to each Company employee who is employed by Purchaser or any of its Affiliates, cause to be maintained for such Company employee . The Continued Employees shall accrue benefits and benefit levels which are, with respect to each Company employee, reasonably consistent with, in under the aggregate, the benefits and benefit levels available to such Company employee as of immediately prior to Buyer Pension Plan beginning at the Closing (except that no such Company employee need be provided Date and shall include only the actual time worked with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed by the Company for longer than six months will be eligible to participate in standard employee benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled by AEL Trust or its AffiliatesBuyer. (c) For purposes Effective as of determining eligibility the Closing, the Buyer shall take all action necessary and appropriate to participate, vesting and entitlement extend coverage under an existing defined contribution plan (the "Buyer Savings Plan") qualified under section 401(a) of the Code to benefits where length of service is relevant under the benefit plans of Purchaser or its Affiliates, Company employees shall receive service credit Continued Employees at the Closing Date. The Continued Employees will be credited for service with the Company Sellers and their affiliates for eligibility and vesting purposes under the Buyer Savings Plan, as of the Closing Date. As soon as practicable following the Closing Date and upon receipt by Sellers of evidence from Buyer that is reasonably satisfactory to Seller that the Buyer Savings Plan is qualified under Section 401(a) of the Code, the Sellers shall cause to be transferred from the trustee of the K N Plan to the same extent such service credit was granted trustee of the Buyer Savings Plan, an amount, in cash or other assets acceptable to the trustee of the Buyer Savings Plan (including participant loans which shall be transferred in kind), equal to the aggregate account balances of the Continued Employees under the applicable employee benefit plans KN Plan, and the KN Plan shall cease to be responsible for the maintenance and distribution of such account balances but shall continue to be responsible for and hold the liabilities for any acts or omissions with respect to the KN Plan occurring prior to the transfer. Buyer and Sellers shall use their reasonable best efforts to ensure that any loan balances outstanding under the KN Plan with respect to any Continued Employee shall be transferred to the Buyer Savings Plan without acceleration or default. (d) Effective as of the Company. To Closing, Buyer shall take all actions necessary or appropriate to offer coverage under an existing welfare benefit plan (the extent permitted by "Buyer Welfare Plans") to the Continued Employees and their covered dependents, which plans shall include medical, dental, prescription drug, life insurance, long-term disability and retiree medical benefits to those Continued Employees who are eligible for such benefits under the terms of the applicable plansBuyer Welfare Plans, Purchaser but shall (and shall cause the Company and not include severance pay or other applicable Affiliates of Purchaser to): (i) waive all limitations severance benefits except as to preexisting conditions exclusions and waiting periods specifically required under Section 8.2(f). Claims for such benefits by Continued Employees with respect to participation and coverage requirements applicable purchases, services or treatment rendered on or subsequent to the Company employees under Closing shall be covered by the Buyer Welfare Plans in accordance with the terms of such Plans, including Buyer's reserved right to amend or terminate any Buyer Welfare Plan at any time, and not by the Sellers Plans. Claims for welfare benefit plans that such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect benefits by Continued Employees with respect to purchases, services or treatment rendered prior to the Closing shall be covered by the Sellers' existing welfare plans ("Sellers Welfare Plans") in accordance with the terms of such employees Sellers Welfare Plans, and that have not been satisfied as by the Buyer Welfare Plans. Claims for short term and long term disability benefits by Continued Employees arising out of occurrences subsequent to the Closing shall be covered by the Buyer Welfare Plans in accordance with the terms of the Buyer Welfare Plans, and not by the Sellers Welfare Plans; provided, Buyer may offset any Continued Employees' accrued paid sick leave against any sick leave or short-term disability benefits for which such Continued Employee would otherwise be eligible under Buyer Welfare Plans. Claims for short term and long term disability benefits by Continued Employees arising out of occurrences prior to the Closing under shall be covered by the Sellers Welfare Plans in accordance with the terms of such Plans, and not by the Buyer Welfare Plans. Neither the Buyer nor any welfare of its affiliates shall be liable for payment of any disability benefit plan maintained for the Company due to disabled employees immediately of Sellers who, prior to the Closing; , are in the waiting or qualifying period for disability benefits, unless Buyer makes an offer of employment and (ii) provide each Company employee such offer is accepted. After the Closing, the Sellers shall be responsible for disability benefits payable to such persons who have not accepted employment with Buyer under the Sellers' disability plan. The Buyer shall cause the Continued Employees to be granted credit under the Buyer Welfare Plans, for any the year during which the Closing occurs, against the deductibles, co-payments payment limits and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements limits of the Buyer Welfare Plans for the covered expenses already incurred by such Continued Employees during such year under any the Sellers Welfare Plans, or the welfare plans that of Sellers' affiliates, in which such employees are eligible Continued Employees participate at the Closing Date. In addition, the Buyer shall cause to participate in after be waived any eligibility waiting periods and pre-existing condition limitations or restrictions under the Closing. (d) Notwithstanding the foregoingBuyer Welfare Plans providing medical expense, this Section 5.5 shall not be deemed to create any right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective Affiliates. (e) The rights provided dental and prescription drug benefits to the Company employees extent necessary to provide immediate coverage of Continued Employees under this Section 5.5 shall survive consummation such welfare plans as of the Stock Purchase and Closing Date (but only to the other transactions contemplated by this Agreement and are intended to benefit, and shall be enforceable by, each Company employeeextent that coverage was provided under the applicable Sellers Welfare Plans or the welfare plan of the Sellers' affiliates).

Employee Related Matters. (a) At From and after the Time of Closing, the Purchaser will deliver ensure that the Corporation and its Subsidiaries will, to the extent permitted by Applicable Law and the terms of the Employee Plans: (i) honour their obligations that have accrued and vested to present and former Employees relating to their employment with the Corporation or any Subsidiary, including all accrued and vested obligations and liabilities relating to the Employee Plans, regardless of whether those obligations and liabilities arose or relate to any period before, on or after Closing; and (ii) recognize each Employee’s original hire date with the Corporation or any Subsidiary, and credit the Employee with all service so recognized by the Corporation or any Subsidiary in writing an offer their Employee Plans, including all periods of employment leave, for all purposes, including defined contribution participation service credit (on an “at-will” basis) as recognized in Employee Plans), eligibility for, vesting of and locking in of benefits, as applicable, under each of the Employee Plans, and in the event of future termination of employment, entitlement to certain key executives acceptable to the Purchaser (the “Eligible Employees”) and Purchaser and such Eligible Employees shall enter into employment agreements on such terms and conditions as the parties thereto may mutually agree uponseverance payments. (b) For at least six months following The Vendor and the Closing Date, Purchaser shall, with respect acknowledge that certain Employees participate in stock based plans and other compensation plans sponsored by Hunting (other than the Employee Plans) which may result in such stock or benefits vesting and/or being exercisable after the Closing. The Purchaser agrees to each Company employee who is employed by Purchaser or any of its Affiliates, cause provide to be maintained for the Vendor and Hunting such Company employee benefits information as the Vendor and/or Hunting reasonably require to enable Hunting to operate the stock based plans and benefit levels which are, with respect other compensation plans in relation to each Company employee, reasonably consistent with, the Employees in the aggregate, the event such stock or benefits and benefit levels available to such Company employee as of immediately prior to the Closing (except that no such Company employee need be provided with equity compensation of Purchaser or any Affiliates of Purchaser). Any employee that remains employed by the Company for longer than six months will be eligible to participate in standard employee benefit plans, which shall be commensurate with industry standard benefit plans and benefit plans offered to the employees of other companies owned or controlled by AEL Trust or its Affiliatesvest and/or are exercisable after Closing. (c) For purposes From and after the date of determining eligibility to participateExecution of this Agreement, vesting and entitlement to benefits where length of service is relevant under the benefit plans of Vendor shall permit access by the Purchaser or its Affiliates, Company employees shall receive service credit for service with the Company to the same extent such service credit was granted under Employees for the applicable employee purpose of communicating the Purchaser’s plans for compensation and benefit plans programs and practices and the Purchaser may enter into agreements with one or more of those Employees relating to employment, compensation and/or benefits from and after the CompanyClosing Date. To the extent permitted by the terms of the applicable plans, The Purchaser shall provide to the Vendor for its prior written approval, not to be unreasonably withheld or delayed, a copy of any written (including electronic) communications that the Purchaser proposes be provided to Employees or any of them before that communication is provided and the Purchaser will incorporate the Vendor’s reasonably requested changes in any of those communications. The Vendor shall cause provide to the Company and other applicable Affiliates Purchaser for its prior written approval, not to be unreasonably withheld or delayed, a copy of Purchaser to): any written or oral (iincluding electronic) waive all limitations as communications that the Vendor proposes to preexisting conditions exclusions and waiting periods disclose to Employees or any of them with respect to participation the Purchase before that communication is provided and coverage requirements applicable to the Company employees under any welfare benefit plans that Vendor will incorporate such employees may be eligible to participate in after the Closing, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing under Purchaser’s requested changes in any welfare benefit plan maintained for of those communications as the Company employees immediately prior to the Closing; and (ii) provide each Company employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the ClosingVendor, acting reasonably, determines. (d) Notwithstanding the foregoing, anything set forth in this Section 5.5 9.1, nothing contained herein, whether express or implied, (i) shall not be deemed to create treated as an amendment or other modification of any Employee Plan, or (ii) shall limit the right to employment or to continued employment or to a particular term or condition of employment with the Company or Purchaser or any of their respective Affiliatesits Subsidiaries, at the Purchaser’s sole cost, to amend, terminate or otherwise modify any Employee Plan following the Time of Closing, provided the provisions of Section 12.2(c) shall then be applicable. (e) The rights provided to Vendor and the Company employees under Purchaser acknowledge and agree that all provisions contained in this Section 5.5 shall survive consummation 9.1 with respect to current Employees or former employees and current or former consultants are included for the sole benefit of the Stock Purchase Vendor and the other transactions contemplated by this Agreement and are intended to benefitPurchaser, and that nothing herein, whether express or implied, shall be enforceable bycreate any third party beneficiary or other rights (i) in any other Person, each Company employeeincluding, without limitation, any current Employees or former employees, and current or former directors, officers or consultants of the Corporation or any of its Subsidiaries, any participant in any Employee Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with the Purchaser, the Corporation or any of their Subsidiaries.