Common use of Employees and Contractors Clause in Contracts

Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, Acquirer shall not have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”). (b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee and any consultant or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Date. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect Seller shall use reasonable good faith efforts to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer Purchaser with its efforts to enter into Employment Documents compensation profiles and/or offers with such employee each Codec Employee set forth on Schedule 5.3(a), as soon as reasonably practicable after the date hereof and in any event prior to the Closing Date, which compensation profiles and/or offers shall become effective upon the Closing. Notwithstanding any of the foregoing, Acquirer neither Purchaser nor any of its Affiliates shall not have any obligation to make an offer of employment to any Codec Employee or other employee of the Company (other than the Employment Documents previously extended to and executed by Seller or any of its Subsidiaries. Codec Employees who accept compensation profiles and/or offers of employment from Purchaser or any of its Subsidiaries, including the Key Employees on (each, a “Transferred Employee”) shall be entitled to the Agreement Date). With respect to matters benefits from Purchaser described in their respective Employment Agreements, compensation profiles and/or offers. Notwithstanding anything in this Section 5.8(a)Agreement to the contrary, none no Transferred Employee, and no other employee of the Group Companies shall send any notices Seller or other communication materials to any of their respective employees that its Subsidiaries shall be deemed to be a third party beneficiary of this Agreement. (b) Seller shall use reasonable good faith efforts to assist Purchaser with its efforts to enter into offers (if employment is offered) or an independent contractor agreement (if an engagement is offered) in a form reasonably expected to adversely affect Acquirer’s attempt to hire deemed appropriate by Purchaser with each Key Consultant or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed individual employed by Seller set forth on Schedule 5.8 hereto, effective no later than three Business Days 5.3(b) as soon as reasonably practicable after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date date hereof and in any event prior to the Closing Date, which employment offers or independent contractor agreement, as the case may be, shall become effective no later than three Business Days following Parent’s receipt upon the Closing, an individual who accepts employment or engagement with the Purchaser, including the Key Consultant, shall be hereinafter referred to as a “Transferred Consultant”). Notwithstanding any of written notification from Acquirer the foregoing, neither Purchaser nor any of such employee’s decision not its Affiliates shall have any obligation to accept such offer or (iii) have otherwise not accepted make an offer of continued employment with the Company or Acquirer as an offer of one Business Day prior engagement to the Closing DateKey Consultant or other independent contractor of Seller or any of its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, effective no later than one Business Day Transferred Consultant, and no independent contractor of Seller or its Subsidiaries shall be deemed to be a third party beneficiary of this Agreement. (c) As soon as practicable after the execution of this Agreement, Seller shall notify the Transferred Employees that all claims for expenses which qualify for coverage under the terms of the Employee Plans and which are incurred on or prior to the Closing Date must be submitted within the time limit provided by the Employee Plans and no later than five (each employee in (i), (ii5) or (iii), a “Designated Employee”)days after the Closing Date. (bd) Parent Seller shall use commercially reasonable efforts give all notices and other information required to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) be given prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior Closing to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee Transferred Employees and any consultant or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, applicable Governmental Entity under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not Applicable Laws in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing DateTransactions. (e) Acquirer agrees to offer employmentSeller shall not, within 10 Business Days nor shall it permit any of its Subsidiaries to, other than through general solicitations, solicit for hire or engage any Transferred Employee or Transferred Consultant during the period from the Closing Date through the date that is twenty-four (24) months following the Agreement DateClosing Date without Purchaser’s prior written consent. Notwithstanding anything contained in the preceding sentence, Seller and its Subsidiaries shall be permitted to each hire or engage a Transferred Employee or Transferred Consultant whose employment or engagement is terminated by Purchaser or any of its Subsidiaries. (f) Purchaser and Seller agree to utilize the “alternate procedure” set forth in Internal Revenue Service Rev. Proc. 2004-53, 2004-2 C.B. 320, but only if Seller provides or causes to be provided to Purchaser, promptly (and in no event later than ten (10) days) following the Closing, such information described in Section 5 thereof that is to be provided by the “predecessor” as well as such other information as may reasonably be requested by Purchaser for the purpose of effectuating its compliance with the “alternate procedure,” and Seller otherwise complies with the obligations of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewithpredecessor” thereunder.

Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any As of the foregoingClosing, Acquirer Acquiror or its Subsidiaries shall not have any obligation make available to make an offer of employment to any employee employees of the Company who remain employed by Acquiror or one of its Affiliates following the Closing Date (“Continuing Employees”) employee health and welfare benefits that are substantially equivalent, in the aggregate, to such benefits provided to other similarly situated (based on levels of responsibility) employees of Acquiror or its Subsidiaries. As promptly as practicable following the Effective Time, Acquiror shall enroll Continuing Employees, and their eligible dependents where applicable, in Acquiror’s employee benefit plans, programs, or policies (the “Acquiror Benefit Plans”); provided, however, that Acquiror shall take commercially reasonable efforts not to let lapse or coverage cease for any health, dental, or vision benefits of Continuing Employees before such Continuing Employees’ eligibility for benefits under such health, dental, or vision plans of the Acquiror Benefit Plans becomes effective. Each Continuing Employee shall receive credit for all Company’s accrued benefits other than accrual of benefits under defined benefit plans (e.g., accrued vacation days, years of service accrued with respect to the calculation of any severance payments in the event of termination of such Continuing Employee’s employment by Acquiror or participation in any Acquiror Benefit Plans) and for purposes of eligibility to participate and vesting (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With with respect to matters described in this Section 5.8(a), none equity and equity-based awards and incentive compensation) under Acquiror Benefit Plans for years of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day service prior to the Closing Date (each employee credited for such purposes under corresponding Company Employee Plans, provided such credit does not result in (i), (ii) or (iii), a “Designated Employee”)duplication of benefits. (b) Parent The provisions of this Section 5.12 are solely for the benefit of the parties hereto and nothing in this Section 5.12, express or implied, shall use commercially reasonable efforts confer upon any employee (including any Continuing Employee), or legal representative or beneficiary thereof, any rights or remedies, including any right to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (employment or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to the Closing. (c) Parent will be solely responsible continued employment for any and all Liabilities arising from specified period, or relating to compensation or benefits of any Designated Employee and any consultant nature or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by kind whatsoever under this Agreement. Nothing in this Section 5.12, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will express or implied, shall be solely responsible for any and all Liabilities arising from or relating to (i) deemed an amendment of any Offered Company Employee who accepts an offer of continued employment with Acquirer Plan or the Companyany employee benefit plan maintained by Acquiror or its Affiliates, or (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior construed to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent thatprevent Acquiror, the causes Company or any of action related their respective Affiliates from terminating or modifying to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severanceany extent or in any respect any employee benefit plan that Acquiror, the termination Company or any of such individual’s employment their respective Affiliates may establish or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Datemaintain. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect As soon as reasonably practicable after the Effective Time, Parent shall ensure that the Continuing Employees shall receive health and welfare benefits that in the aggregate for each such employee are no less favorable than those provided to any Offered Employeea similarly situated employee of Parent or its Affiliates who is not a Continuing Employee taking into account the employee’s geographic location. (b) Except to the extent necessary to avoid the duplication of benefits, Parent shall, and shall cause the Company Surviving Corporation and its other Affiliates to, assist Acquirer recognize the service of each Continuing Employee with the Company or its efforts Affiliates before the Effective Time (to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event same extent recognized by the Company or its Affiliates immediately prior to the Closing Date. Notwithstanding any Effective Time) as if such service had been performed with Parent or its Affiliates for all purposes under the vacation and severance plans maintained by Parent or its Affiliates after the Effective Time and for purposes of eligibility and vesting under all other employee benefit plans or arrangements maintained by Parent or its Affiliates that such employees may be eligible to participate in after the foregoing, Acquirer shall not have any obligation to make an offer of employment Effective Time. (c) With respect to any employee of welfare plan maintained by Parent or its Affiliates in which Continuing Employees are eligible to participate after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its other Affiliates, to the extent permitted by the relevant welfare plan, to waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans maintained by the Company or its Affiliates prior to the Effective Time. (other than d) Notwithstanding the Employment Documents previously extended foregoing provisions of this Section 5.10, the provisions of Section 5.10 shall apply only with respect to Continuing Employees (and executed by their dependents and beneficiaries) who are covered under Company Employee Plans that are maintained primarily for the Key benefit of employees employed in the United States (including Continuing Employees on regularly employed outside the Agreement DateUnited States to the extent they participate in such Company Employee Plans). With respect to matters Continuing Employees not described in the preceding sentence, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, comply with all applicable Laws, directives and regulations relating to employees and employee benefits matters applicable to such employees. (e) This Section 5.10 shall be binding upon and inure solely to the benefit of each party hereto (meaning, for the avoidance of doubt, Parent, Sub and the Company), and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Section 5.8(a)5.10. In no event shall the terms of this Agreement be deemed to (i) establish, none amend, or modify any Company Benefit Plan or any other benefit plan, program, agreement or arrangement maintained or sponsored by Parent, the Company or any Subsidiary of the Group Companies shall send any notices Company or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement DateAffiliates, (ii) have notified Acquirer that they will not accept an offer alter or limit the ability of continued employment with Parent or any of its Subsidiaries (including, after the Effective Time, the Surviving Corporation or any Subsidiary of the Surviving Corporation) to amend, modify or terminate any of the Company Employee Plans or Acquirer on any other benefit or employment plan, program, agreement or arrangement after the Agreement Date and prior to the Closing DateEffective Time, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer confer upon any current or former employee or other service provider of continued employment with the Company or Acquirer as its Subsidiaries, any right to employment or continued employment or continued service with Parent or any of one Business Day prior to its Subsidiaries (including, following the Closing DateEffective Time, effective no later than one Business Day prior to the Closing Date (each employee in (iSurviving Corporation or any Subsidiary of the Surviving Corporation), (ii) or (iii)constitute or create an employment or agreement with, a “Designated Employee”)or modify the at-will status of any, employee or other service. (bf) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (shall, or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships Surviving Corporation and its other Affiliates to, assume and honor the obligations of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at its Subsidiaries under the Company’s Executive Change in Control Severance Plan, the Company’s Executive Retention Plan and any other consulting, retirement and other compensation contracts, arrangements, commitments or prior understandings providing for the payment of severance set forth on Schedule 2.13(a) or Schedule 2.18(a)(viii) of the Company Disclosure Letter, in accordance with their terms, subject to the Closingright to make amendments or modifications to the extent permitted by such terms and subject to any applicable Benefits Waiver. (cg) Parent will be solely responsible for any and all Liabilities arising from or relating Notwithstanding anything in this Agreement to any Designated Employee and any consultant or independent contractor the contrary, the Compensation Committee of the Company who is not a Specified Contractor Board shall be permitted to finally and conclusively determine the annual cash incentive awards to be awarded under the Company’s Leadership Bonus Plan and the Company’s Executive Annual Incentive Plan (or who is a Specified Contractor, but who declines to enter into a contractor agreement in accordance with Acquirer (or its designeethe terms of such plans) prior relating to the Closing) (collectively, 2013 calendar year for employees who are employed at the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment Company or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) Subsidiary immediately prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose awards shall be paid immediately prior to the Closing DateClosing; provided, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of however that such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA cash incentive awards shall not be Excluded Employment Liabilities if, and to exceed the extent that, they arise as a result of a termination of base target bonus amount set for in such Offered Employee’s employment with the Company following the Closing Dateplans. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect Prior to any Offered the Closing, Newco or one of its Subsidiaries shall offer, in writing, to employ or continue the service of, effective as of the Closing Date (or such other date as may mutually be agreed upon by Arena and Simplify), each individual included in the Bridge Media Personnel who is currently employed or engaged by Bridge Media or Bridge News to perform services for or on behalf of Bridge Media; provided that each such Bridge Media Personnel who is eligible for or receiving short- or long-term disability benefits or workers’ compensation benefits as of the Closing Date (each, an “Inactive Employee, Parent shall, and ”) shall cause remain an employee of the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee employer for which he or she was employed as soon as practicable after the date hereof and in any event of immediately prior to the Closing Date until and unless the employee presents himself or herself to Newco or one of its Subsidiaries for active employment within one hundred eighty (180) days following the Closing Date. Notwithstanding any , or such later date as required by Applicable Law, at which time such Inactive Employee shall become an employee of Newco or one of its Subsidiaries, effective as of the foregoing, Acquirer shall not have any obligation to make an offer of date such employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date)commences. With respect to matters described in this Section 5.8(a)7.05, none Bridge Media will consult with Arena (and will consider in good faith the advice of the Group Companies shall send Arena) prior to sending any notices or other communication materials to any such Bridge Media Personnel. (b) Effective no later than the day immediately preceding such employee’s effective date of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire employment with Newco or retain the Company’s employees without Acquirer’s prior written consent. Howeverone of its Subsidiaries, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent Simplify shall cause the Company and the Subsidiaries Bridge News, in full compliance with all Applicable Law, to terminate the employment of each of those Company all employees included in the Bridge Media Personnel who have received and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company Newco or Acquirer as one of its Subsidiaries. Prior to such employee’s effective date of employment with Newco or one Business Day prior to the Closing Dateof its Subsidiaries, effective no later than one Business Day prior to the Closing Date (each employee in Simplify shall (i), (ii) or (iii), a “Designated Employee”). (b) Parent shall cause Bridge News to use its commercially reasonable efforts to retain obtain from each Person specified on Schedule 5.8(bsuch terminated employee a separation agreement, in a form and substance reasonably satisfactory to Arena and Simplify, and including a release, and (ii) (the “Specified Contractors”) and to cause such Specified Contractors to enter into deliver a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships copy of each consultant or independent contractor such separation agreement obtained by Bridge News in accordance with the Company and each Subsidiary who are not Specified Contractors this Section 7.05(b) to be terminated Arena at or prior to the Closing. (c) Parent will be solely responsible for any and Effective no later than the day immediately preceding the Closing, Simplify shall cause Bridge Media, in full compliance with all Liabilities arising from or relating Applicable Law, to any Designated Employee and any consultant or independent contractor terminate the employment of all employees of Bridge Media included in the Company Bridge Media Personnel who is not a Specified Contractor (or who is a Specified Contractorhave received, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectivelynot accepted, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer Newco or one of its Subsidiaries. Prior to the CompanyClosing, Simplify shall (i) cause Bridge Media to use commercially reasonable efforts to obtain from each such terminated employee a separation agreement, in a form and substance reasonably satisfactory to Arena and Simplify, and including a release, and (ii) deliver a copy of each such separation agreement obtained by Bridge Media in accordance with this Section 7.05(c) to Arena at or prior to the Closing; provided, that any Specified Contractor that enters into a contractor agreement with Acquirer severance payments to any such terminated employees shall be subject to the prior written consent of Arena (such consent not to be unreasonably withheld). (d) Except for those Persons set forth on Section 7.05(d) of the Bridge Media Disclosure Schedule, Bridge Media shall cause the relationships of each independent contractor, consultant and/or advisory board member of Bridge Media to be terminated at or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salaryin compliance with all Applicable Law, in each case if, unless otherwise mutually agreed in writing by Bridge Media and only to the extent that, the causes of action related to such Liabilities arose Arena prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing DateClosing. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. A list of all employees employed in the INS Business (athe “INS Business Employees”), including their current salary and payroll deductions and independent contractors engaged in the INS Business (the “INS Business Contractors”) With respect is attached hereto as Schedule 4.9. Schedule 4.9 also includes a list of all contracts pursuant to which INS Business Contractors are engaged (the “Contractor Agreements”). Except as set forth on Schedule 4.9, no INS Business Employee or INS Business Contractor has any Offered Employee, Parent shall, agreement regarding employment with Seller. Each INS Business Contractor has been properly characterized in accordance with applicable tax regulations as an independent contractor and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in is not an employee. Seller does not have any event prior to the Closing Date. Notwithstanding collective bargaining agreements covering any of the foregoing, Acquirer shall not INS Business Employees nor does Seller have any obligation express or implied contracts or agreements with any labor union regarding the INS Business Employees, nor has any labor union, to make an offer of employment Seller’s Knowledge, sought to represent any employee of the Company (INS Business Employees. Except as set forth on Schedule 4.9, Seller is not a party to or bound by any employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other than employee compensation plan or agreement with respect to the Employment Documents previously extended INS Business Employees. None of the INS Business Employees or INS Business Contractors is in violation of any term of any employment contract or any other agreement relating to and executed the right of any such individual to be employed or engaged by the Key Employees INS Business, and Seller has not received any notice alleging that any such violation has occurred. Seller has not received any written notice that any INS Business Employee or INS Business Contractor intends to terminate his/her/its employment or engagement, nor (except as set forth on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send Schedule 4.9) does Seller have any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries present intention to terminate the employment or engagement of each of those Company and Subsidiary employees who any INS Business Employees or INS Business Contractors. Each employee (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer hired on or after the Agreement Date and prior to the Closing DateFebruary 7, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”). (b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”2001) and to cause such Specified Contractors to enter into a each individual contractor agreement with Acquirer (engaged on or its designeeafter February 7, 2001) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee and any consultant or independent contractor of the Company who is not a Specified Contractor INS Business (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not currently employed or engaged) has executed an invention assignment and nondisclosure agreement substantially in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewithform attached to Schedule 4.9. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Date. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect Company shall cooperate and work with Acquiror to any Offered help Acquiror identify employees of Company to whom Acquiror may elect to offer continued employment with the Surviving Entity or Acquiror, which, subject to its commercially reasonable discretion, as of the date of this Agreement, Acquiror expects to include all of Company’s employees (each, a “Continuing Employee, Parent shall, and ”). Company shall cause the Company to, use reasonable best efforts to assist Acquirer Acquiror with its efforts to enter into Employment Documents an Offer Letter with each such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any Acquiror expects to offer the Continuing Employees compensation, which will be determined by Acquiror after consultation with Company’s management, that, when taken as a whole, is at least as favorable as the compensation currently provided by Company as of the foregoingdate of this Agreement and employee benefit plans and programs (including, Acquirer shall but not have any obligation limited to, incentive compensation, bonus, life insurance, welfare, 401(k), equity incentive and severance benefits) which are substantially comparable to make an offer the employee benefits provided to those similarly situated employees of employment to any employee Acquiror as of the Company Closing Date under the employee benefit plans of Acquiror and its Affiliates (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date“Acquiror Plans”). Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be construed as requiring Acquiror or the Surviving Entity to employ any Continuing Employee for any length of time following the Closing Date. (b) With respect to matters described in this Section 5.8(a)5.10, none Parent and Company will consult with Acquiror (and will consider in good faith the advice of the Group Companies shall send Acquiror) prior to sending any notices or other communication materials to any of their respective employees that is reasonably expected Company employees. Effective no later than immediately prior to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. HoweverClosing, the foregoing Parent and Company shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company Surviving Entity or Acquirer Acquiror prior to the Agreement Closing Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept declined an offer of continued employment with the Company Surviving Entity or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day Acquiror prior to the Closing Date (each employee in (i), (ii) or (iii), a the “Designated EmployeeEmployees”). (bc) To the extent reasonably requested by Acquiror, Parent and Company shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (obtain confirmatory assignments of Intellectual Property from all of its current employees and independent contractors and consultants that are involved in the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (creation or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the development of Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee and any consultant or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, Intellectual Property in each case if, and only in a form reasonably acceptable to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing DateAcquiror. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause employee of the Company toor its Subsidiaries who receives an offer of employment from Acquirer or the Surviving Corporation, the Company shall assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, neither Acquirer nor Sub (including the Surviving Corporation) shall not have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a)5.9, none the Company will not, and shall cause each of the Group Companies shall its Subsidiaries not to, send any notices or other communication materials to any of their respective employees that is reasonably expected to may adversely affect Acquirer’s attempt to hire or retain the Company’s such employees without Acquirer’s prior written consent. HoweverEffective no later than immediately prior to the Closing, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall, and shall cause the Company and the its Subsidiaries to to, terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company Surviving Corporation or Acquirer prior to the Agreement Closing Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, and (ii) have notified Acquirer that they will not accept declined an offer of continued employment with the Company Surviving Corporation or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a the “Designated EmployeeEmployees”). (b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee and any consultant or independent contractor All employees of the Company who is not a Specified Contractor (shall continue in employment with the Surviving Corporation or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to following the Closing) Closing Date (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Date. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Continuing Employees”) at shall participate in the health, welfare and other benefit programs of Acquirer that in the aggregate are substantially the same base salary as such Scheduled Employee’s current base salary. With respect equivalent to any Scheduled Employee who does those applicable to employees of Acquirer in similar functions and positions on similar terms (it being understood that equity incentive plans are not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewithconsidered employee benefits).

Employees and Contractors. (a) The Company shall cooperate and work with Acquiror to help Acquiror identify employees of the Company and its Subsidiaries to whom Acquiror may elect to offer employment with the Surviving Corporation, such Subsidiaries or Acquiror. With respect to any Offered Employee, Parent shall, and shall cause employee of the Company toor its Subsidiaries who receives an offer of employment from Acquiror or the Surviving Corporation, the Company shall assist Acquirer Acquiror with its efforts to enter into Employment Documents an Offer Letter, a Proprietary Information and Inventions Agreement, an Arbitration Agreement and a Conflict of Interest Agreement with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Within ten (10) days of the Agreement Date, Acquiror shall provide to the Company a list of the employees of the Company and its Subsidiaries to whom Acquiror desires to offer employment with the Surviving Corporation or Acquiror. Notwithstanding any of the foregoing, Acquirer neither Acquiror nor Sub (including the Surviving Corporation) shall not have any obligation to make an offer of employment to any employee of the Company. The Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”). (b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) Contractors and to cause such Specified Contractors to enter into a contractor agreement with Acquirer Acquiror (or its designee) prior to the Closing. With respect to matters described in this Section 6.10, the Company will consult with Acquiror (and will consider in good faith the advice of Acquiror) prior to sending any notices or other communication materials to its employees. Effective no later than immediately prior to the Closing, the Company shall, and shall cause its Subsidiaries to, terminate the employment of each of those Company and Subsidiary employees who have not received an offer of continued employment with the Surviving Corporation or Acquiror prior to the Closing Date (the “Designated Employees”). Unless otherwise agreed to in writing by AcquirerAcquiror, Parent and/or the Company shall cause the relationships of each consultant or independent contractor of the Persons listed on Schedule 2.2(b)-2 of the Company Disclosure Letter with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to the Closing. Closing and Company Options held by such Persons to be terminated in accordance with their terms at the time of such termination. The Company shall obtain confirmatory assignments of Intellectual Property from all of its current and former employees and independent contractors and consultants in each case in a form that is reasonably acceptable to Acquiror. It is expressly agreed that the provisions of this Section 6.10 are not intended to be for the benefit of, or otherwise enforceable by, any third party. As promptly as reasonably practicable after the Effective Time, Acquiror shall enroll the Continuing Employees in Acquiror’s employee benefit plans for which such employees are eligible (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee and any consultant or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service ProvidersAcquiror Plans”), including but not limited its medical plans, dental plans, life insurance plans and disability plans, pursuant to Liabilities relating the terms of the applicable Acquiror Plans, on substantially similar terms applicable to wrongful dischargeemployees of Acquiror who are similarly situated based on levels of responsibility. Without limiting the generality of the foregoing, employment discriminationand to the extent permitted under the Acquiror Plans, severance, Acquiror shall recognize the termination of such Designated Service Provider’s employment or other services prior service with the Company, Company of each of the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not Designated Employees (i) for all purposes in connection with the transactions contemplated by this AgreementAcquiror’s paid time off policy, severance policy, 401(k) plans, medical plans, dental plans, life insurance plans and disability plans, and (ii) for all withholding and reporting tax Liabilities purposes in connection therewithwith all other Acquiror Plans (to the extent permitted by the terms of the applicable Acquiror Plans). (db) Parent will be solely responsible for At the written election of any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Continuing Employee (as defined below) delivered to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose Acquiror prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement), and all withholding and reporting tax Liabilities in connection therewith (subject to the Liabilities described in subsections (c) and (d) terms of this Section 5.8Acquiror’s vacation policy, Acquiror will assume the “Excluded Employment Liabilities”). For Liability of the avoidance of doubt, Company with respect to any Liabilities relating to wrongful discharge, severance, the termination of an Offered such Continuing Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following outstanding vacation pay balance on the Closing Date. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect Section 2.9(a) of the Seller Disclosure Schedule sets forth a list of those Employees, as mutually agreed between Seller and Purchaser, to whom Purchaser may elect to offer employment following the Closing with Purchaser or any Offered Employee, Parent shall, and of its Subsidiaries (the “Identified Employees”). Seller shall cause the Company to, assist Acquirer with use its commercially reasonable efforts to have such designees enter into Employment Documents compensation profiles and/or offers with such employee Purchaser or a Subsidiary thereof (each, a “Purchaser Employer”), as soon as practicable after the date hereof and in any event prior to the Closing Date, which compensation profiles and/or offers shall become effective upon the Closing and shall provide terms and conditions deemed by Purchaser to be reasonably attractive to the Identified Employees. Notwithstanding any of the foregoing, Acquirer neither Purchaser nor any of its Affiliates shall not have any obligation to make an offer of employment to any employee of Seller or its Subsidiaries. Effective no later than immediately prior to the Company Closing, Seller shall terminate, at its own expense, the employment of each of those Identified Employees who has received but not accepted an offer of employment with Purchaser or any of its Subsidiaries prior to the Closing Date. For the avoidance of doubt, Seller shall have no obligation to terminate the employment of any Identified Employee who has not received an offer of employment from a Purchaser Employer prior to the Closing Date and Seller may, in its sole discretion, continue to employ any such Identified Employee. Identified Employees who accept compensation profiles and/or offers of employment from a Purchaser Employer shall be entitled to the benefits and such other terms and conditions of employment described in their respective compensation profiles and/or offers as the case may be, as determined in the sole discretion of Purchaser; provided that Transferred Employees will generally be eligible to participate in the employee benefit and compensation plans of the applicable Purchaser Employer that are generally available to similarly situated employees of the Purchaser Employer, and in accordance with the terms of such plans from time to time with credit given for years of service at Seller for select programs in accordance with Purchaser’s standard human resources policies and practices and consistent with past practice. (other than b) The timing and content of any announcement or notification to the Employment Documents previously extended to and executed by the Key Identified Employees on the Agreement Date). With with respect to matters described the Transactions (which, for the avoidance of doubt, shall not include any press release or other public statement (which are separately addressed in this Section 5.8(a5.2 (Public Announcements)) or any compensation profiles and/or offers of employment or independent contractor agreements or related communications to the Identified Employees) shall be subject to the approval, none which shall not be unreasonably withheld, of each of Purchaser and Seller. Seller will consult with Purchaser (and will consider in good faith the Group Companies shall send advice of Purchaser) prior to sending any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior relating to the Agreement Date Transactions to employees or are listed on Schedule 5.8 hereto, effective no later than three Business Days independent contractors of Seller and its Subsidiaries. (c) As soon as practicable after the Agreement Dateexecution of this Agreement, (ii) have notified Acquirer Seller shall notify the Identified Employees that they will not accept an offer all claims for expenses which qualify for coverage under the terms of continued employment with the Company or Acquirer Employee Plans and which are incurred on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date must be submitted within the time limit provided by the Employee Plans and no later than five (each employee in (i), (ii5) or (iii), a “Designated Employee”)days after the Closing Date. (bd) Parent shall use commercially reasonable efforts Seller shall, at its own expense, give all notices and other information required to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior be given to the Closing. Unless otherwise agreed to in writing by AcquirerIdentified Employees, Parent and/or the Company shall cause the relationships of each consultant any labor or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at trade union, works council or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee other employee representative body, and any consultant or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, applicable Governmental Entity under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not Applicable Laws in connection with the transactions contemplated by execution of this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for Agreement or any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer other Transaction Document or the Company, (ii) consummation of the Transactions. Neither Seller nor its Subsidiaries will take any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) action prior to the Closing and (iii) any Scheduled Employee (as defined below) that would or could reasonably be expected to whom Acquirer does not make an offer of employmentconstitute a plant closing or mass layoff within the meaning of, within 10 Business Days following the Agreement Dateor otherwise trigger notice, at substantially the same base salary as such Scheduled Employee’s current base salarycompensation, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, obligations under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Date. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) Seller shall cooperate and work with Purchaser to help Purchaser identify Business Employees who are employees of Seller and its Subsidiaries to whom Purchaser may elect to offer employment following the Closing with Purchaser or any of its Subsidiaries (each such entity that offers employment, a “Purchaser Employer”). With respect to any Offered EmployeeBusiness Employee designated by Purchaser, Parent shall, and Seller shall cause the Company to, assist Acquirer Purchaser with its efforts to enter into Employment Documents compensation profiles and/or offers with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date, which compensation profiles and/or offers shall become effective upon the Closing. Notwithstanding any of the foregoing, Acquirer except as set forth on Schedule 5.3(a), neither Purchaser nor any of its Affiliates shall not have any obligation to make an offer of employment to any employee of Seller or its Subsidiaries. Employees of Seller and its Subsidiaries who accept compensation profiles and/or offers of employment from a Purchaser Employer shall be entitled to the Company benefits and such other terms and conditions of employment described in their respective compensation profiles and/or offers as the case may be, as determined in the sole discretion of Purchaser. For purposes of clarity, the preceding sentence shall not limit Purchaser’s obligations to distribute the Retention Bonus Pool in accordance with Section 1.6 (other than Retention Bonus Pool) and Exhibit B. (b) Seller shall cooperate and work with Purchaser to help Purchaser identify Business Employees who are independent contractors of Seller and its Subsidiaries to whom Purchaser may elect to offer employment or an engagement following the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date)Closing with a Purchaser Employer. With respect to matters any independent contractor of Seller or its Subsidiaries designated by Purchaser, Seller shall assist Purchaser with its efforts to enter into offers (if employment is offered) or an independent contractor agreement (if an engagement is offered) in a form deemed appropriate by Purchaser with such independent contractor as soon as practicable after the date hereof and in any event prior to the Closing Date, which employment offers or independent contractor agreement, as the case may be, shall become effective upon the Closing. Notwithstanding any of the foregoing, neither Purchaser nor any of its Affiliates shall have any obligation to make an offer of employment or an offer of engagement to any independent contractor of Seller or its Subsidiaries. Independent contractors of Seller and its Subsidiaries who accept employment offers or offers of continued engagement with revised terms and conditions of employment or engagement, as the case may be, from a Purchaser Employer shall be entitled to the benefits and such other terms and conditions described in this their respective employment offers or independent contractor agreements, as the case may be, as determined in the sole discretion of Purchaser. For purposes of clarity, the preceding sentence shall not limit Purchaser’s obligations to distribute the Retention Bonus Pool in accordance with Section 5.8(a1.6 (Retention Bonus Pool) and Exhibit B. (c) The timing and content of any announcement or notification to the Business Employees with respect to the Transactions (which, for the avoidance of doubt, shall not include any press release or other public statement (which are separately addressed in Section 5.2 (Public Announcements)) or any compensation profiles and/or offers of employment or independent contractor agreements or related communications to individual employees or contractors of Seller and its Subsidiaries) shall be subject to the approval, none which shall not be unreasonably withheld, of each of Purchaser and Seller. Except with respect to any announcement or notification covered by the Group Companies preceding sentence, Seller shall send use its reasonable best efforts to allow Purchaser reasonable time to comment (and will consider in good faith the advice of Purchaser) prior to sending any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior relating to the Agreement Date Transactions to employees or are listed on Schedule 5.8 hereto, effective no later than three Business Days independent contractors of Seller and its Subsidiaries. (d) As soon as practicable after the Agreement Dateexecution of this Agreement, (ii) have notified Acquirer Seller shall notify the Business Employees that they will not accept an offer all claims for expenses which qualify for coverage under the CONFIDENTIAL terms of continued employment with the Company or Acquirer Employee Plans and which are incurred on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date must be submitted within the time limit provided by the Employee Plans and no later than five (each employee in (i), (ii5) or (iii), a “Designated Employee”)days after the Closing Date. (be) Parent shall use commercially reasonable efforts Seller shall, at its own expense, give all notices and other information required to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior be given to the Closing. Unless otherwise agreed to in writing by AcquirerBusiness Employees, Parent and/or the Company shall cause the relationships of each consultant any labor or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at trade union, works council or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee other employee representative body, and any consultant or independent contractor of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, applicable Governmental Entity under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not Applicable Laws in connection with the transactions contemplated by execution of this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for Agreement or any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer other Transaction Document or the Company, (ii) consummation of the Transactions. Neither Seller nor its Subsidiaries will take any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) action prior to the Closing and (iii) any Scheduled Employee (as defined below) that would or could reasonably be expected to whom Acquirer does not make an offer of employmentconstitute a plant closing or mass layoff within the meaning of, within 10 Business Days following the Agreement Dateor otherwise trigger notice, at substantially the same base salary as such Scheduled Employee’s current base salarycompensation, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, obligations under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Date. (ef) Acquirer Seller agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed matters set forth on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination of such Scheduled Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith5.3(f).

Employees and Contractors. 15.1 Offers of employment (a) With respect On or before the Completion Date, the Buyer must make offers to any Offered Employee, Parent shallall of the Employees. The offers must be: (i) in a form which offers to each Employee terms and conditions of employment that are substantially similar to, and shall cause no less favourable than, that Employee’s current terms and conditions of employment, and which states that the Company to, assist Acquirer Buyer will recognise the Employee’s prior service with its efforts to enter into Employment Documents with such employee the Seller or Service Entity (as soon as practicable after the date hereof envisaged by clause 15.4) and in any event prior to the Closing Date. Notwithstanding any will assume responsibility for all accrued and untaken or pro rata leave entitlements of the foregoingEmployee (as envisaged by clause 15.5); (ii) conditional on the Employee granting a waiver of any entitlement to redundancy compensation or notice from the Seller or Service Entity; (iii) conditional on Completion occurring; and (iv) expressed to take effect on Completion. 15.2 Release of employment of Transferring Employees At Completion, Acquirer shall not the Seller or Service Entity must release from their employment (with effect from Completion) all Transferring Employees who have any obligation to make by Completion accepted an offer of employment made in accordance with clause 15.1. 15.3 Seller’s payment obligations On the Completion Date, the Seller or Service Entity must, in respect of each Transferring Employee, pay: (a) to the Transferring Employee all amounts to which that Transferring Employee is or may become entitled by law or under any employee agreement or arrangement, on termination of employment in connection with wages, salary, commission, bonuses or allowances accruing or arising in respect of the Company period up to and including the Completion Date (other than the Employment Documents previously extended to and executed in respect of annual leave (unless requested by the Key Employees on the Agreement DateTransferring Employee) and long service leave). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”).; and (b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors all employer superannuation due to be terminated at made by the Seller or prior to the Closing. (c) Parent will be solely responsible for any and all Liabilities arising from or relating to any Designated Employee and any consultant or independent contractor Service Entity in respect of the Company who is not a Specified Contractor (or who is a Specified Contractor, but who declines to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing) (collectively, the “Designated Service Providers”), including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith. (d) Parent will be solely responsible for any and all Liabilities arising from or relating to (i) any Offered Employee who accepts an offer of continued employment with Acquirer or the Company, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing Date. (e) Acquirer agrees to offer employment, within 10 Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) (collectively, the “Scheduled Employees”) at substantially the same base salary as such Scheduled Employee’s current base salary. With respect to any Scheduled Employee who does not so receive an offer period of employment from Acquirer, within 10 Business Days following up to and including the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating to the termination Completion Date in respect of such Scheduled that Transferring Employee, including but not limited to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Act or corollary state law or COBRA, and all withholding and reporting tax Liabilities in connection therewith.

Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, Acquirer shall not have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”). (b) Parent The Vendors shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(bprovide all information agreed to by the Parties, acting reasonably, required by this Agreement for the Employee Information Letter and Contractor Information Letter upon execution of this Agreement, however the Parties acknowledge that the Employee Information Letter and Contractor Information Letter shall be revised up to and including Closing to correct any information as required, provided that in either case the Vendor shall promptly advise the Purchaser in writing of any such revisions and shall record any changes as a new version of the Employee Information Letter and/or the Contractor Information Letter, as applicable. The Parties also agree that, absent consent of the Purchaser in writing, neither the Employee Information Letter nor the Contractor Information Letter shall be revised to (i) adjust the Severance Costs identified by Vendors in the Employee Information Letter, or (ii) include additional Employees or Contractors not included in the “Specified Contractors”Employee Information Letter or the Contractor Information Letter as at the date of execution of this Agreement, or (iii) remove or replace Employees or Contractors included in the Employee Information Letter or the Contractor Information Letter from those listed in the Employee Information Letter or the Contractor Information Letter as at the date of this Agreement. A final Employee Information Letter and Contractor Information Letter, updated in accordance with this Clause 16.3(a) shall be provided by Vendors to cause Purchaser upon Closing. (b) Promptly following execution of this Agreement: (i) the Vendors shall provide the Purchaser with reasonable access to interview the Employees and the Contractors at the Vendors’ offices or such Specified Contractors other locations as may be agreed to enter into a contractor agreement by the Parties during normal business hours; and (ii) the Purchaser agrees to work collaboratively with Acquirer (or its designee) prior the Vendors in providing comparative summaries of proposed employment terms to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or Vendors for the Company shall cause the relationships purposes of each consultant or independent contractor confirming that such offers comply with the Company and each Subsidiary Clause 16.1(c) for those Employees who are not Specified Contractors to be terminated at or prior receive such offers pursuant to the ClosingClause 16.1(c) below. (c) Parent will No later than [REDACTED - Relates to Employee Transfer. Commercially Sensitive Information], the Purchaser shall make written offers of employment to those Employees (“Employee Offers”) the Purchaser decides, in its sole and absolute discretion, it wishes to employ. All Employee Offers shall be solely responsible made in accordance with the following: (i) each offer shall be conditional on Closing occurring and shall be effective on the Closing Date; (ii) each offer shall be open for any and all Liabilities arising acceptance for at least five (5) Business Days but not longer than seven (7) Business Days from or relating to any Designated Employee and any consultant or independent contractor the date of receipt of the Company who is not a Specified Contractor applicable offer; (or who is a Specified Contractoriii) each Employee Offer shall: (A) provide for compensation and benefits which, but who declines with respect to enter into a contractor agreement with Acquirer (or its designee) each such Employee, are in the aggregate substantially similar to the compensation and benefits in effect for such Employee immediately prior to the ClosingClosing Time; (B) provide that, for purpose of severance, common law notice, or pay in lieu of notice on termination of employment with the Purchaser, the period of employment of an Employee who accepts an offer from the Purchaser shall include applicable service credit with Vendor as set out in the Employee Information Letter; and (C) without limiting (iii) (collectivelyA) above provide that, for purposes of eligibility for and entitlement to all employee benefits, but not for purposes of benefit accrual, the “Designated Service Providers”)period of employment of an Employee who accepts an offer from the Purchaser shall include applicable service credit with Vendor as set out in the Employee Information Letter, including but not limited to Liabilities relating the extent the plans provide for or allow such service to wrongful discharge, employment discrimination, severance, the termination of such Designated Service Provider’s employment or other services with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewithbe recognized. (d) Parent will be solely responsible for any The Vendors agree to use commercially reasonable efforts to cooperate and all Liabilities arising from or relating assist the Purchaser to make written contract offers to those Contractors identified in the Contractor Information Letter (i“Contract Offers”) any Offered Employee who accepts an offer of continued employment with Acquirer or which the CompanyPurchaser determines in its sole and absolute discretion, (ii) any Specified Contractor that enters into a contractor agreement with Acquirer (or its designee) prior it wishes to the Closing and (iii) any Scheduled Employee (as defined below) to whom Acquirer does not make an offer of employment, within 10 Business Days following the Agreement Date, at substantially the same base salary as such Scheduled Employee’s current base salary, retain in each case if, and only to the extent that, the causes of action related to such Liabilities arose prior to the Closing Date, including but not limited to Liabilities relating to wrongful discharge, employment discrimination, severance, the termination of such individual’s employment or other services accordance with the Company, the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other applicable Legal Requirements, whether or not in connection with the transactions contemplated by this Agreement, and all withholding and reporting tax Liabilities in connection therewith (the Liabilities described in subsections (c) and (d) of this Section 5.8, the “Excluded Employment Liabilities”). For the avoidance of doubt, any Liabilities relating to wrongful discharge, severance, the termination of an Offered Employee’s employment or other services with the Company, the WARN Act or COBRA shall not be Excluded Employment Liabilities if, and to the extent that, they arise as a result of a termination of such Offered Employee’s employment with the Company following the Closing DateContractor Services Principles. (e) Acquirer agrees The Vendors shall not attempt in any way to discourage Employees or Contractors from accepting any offer employmentmade by the Purchaser and in particular shall not represent to any Employee or Contractor that should the Employee or Contractor, as applicable, not accept the Purchaser’s offer that the Employee or Contractor, as applicable, would be retained or rehired by the Vendors. (f) The Purchaser shall advise the Vendors within 10 five (5) Business Days following the Agreement Date, to each of the employees listed on Schedule 5.8(e) day required for acceptance of the offers of each Employee who accepts an Employee Offer from the Purchaser (collectively, the “Scheduled Transferring Employees”) at substantially and each Contractor who accepts a Contract Offer (the same base salary as such Scheduled Employee’s current base salary. With “Transferring Contractors”). (g) The Vendors shall, on Closing, provide the Purchaser with the details of remittances made by the Vendors in respect to any Scheduled Employee who does not so receive an offer of employment from Acquirer, within 10 Business Days following the Agreement Date, Acquirer will be solely responsible for any and all Liabilities arising from or relating Transferring Employees in 2017 up to the termination of such Scheduled Employee, including but not limited Closing Time pursuant to Liabilities relating to wrongful discharge, severance, failure to provide notice under the WARN Employment Insurance Act or corollary state law or COBRA, (Canada) and all withholding and reporting tax Liabilities in connection therewiththe Canada Pension Plan.