Common use of Employees and Employee Benefit Matters Clause in Contracts

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and -------------------------------------- shall, or shall cause the Surviving Corporation shall expressly assume to, retain the employment of all employees of the Company. From and agree to performafter the Effective Time, by agreements in form and substance reasonably satisfactory to the applicable each employee and the Surviving Corporation, the applicable obligations of the Company under whose employment is not covered by a collective bargaining agreement ("Non-Union Employees") shall be employed by the Surviving Corporation or Parent ------------------- at a salary and on terms and conditions (and with employee benefits (including, without limitation, benefits of the type described in Section 3(1) of ERISA)) that are at least as favorable in the aggregate as those provided by the Company (or its Affiliates) immediately before the execution hereof. With regard to any Non-Union Employees permitted to participate in employee benefit plans or arrangements sponsored or maintained by Parent, Parent shall provide each such Non-Union Employee credit for years of service with the Company prior to the Effective Time for (i) the Employment Agreementpurpose of eligibility and vesting under Parent's health, dated vacation and other employee benefit plans (including, without limitation, any "employee benefit plan," as defined in Section 3(2) of November 11ERISA, 2008maintained or sponsored by Parent), between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreementany and all pre-existing condition limitations and eligibility waiting periods under group health plans of Parent, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated credited to any employee at deductible out-of-pocket expenses under any time for health plans of Parent any deductibles or no reason out-of-pocket expenses incurred by Non-Union Employees and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the health plans of Parent. Notwithstanding any other provision of this Agreement, employees of the Company who are covered by a collective bargaining agreement on and after the Effective Time shall receive benefits in accordance with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementsuch agreement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights At the Closing Date, Parent shall cause the Acquired Companies to provide each of their respective employees with wages and bonus opportunities that any individual who is an are no less favorable, and with employee benefits that are no less favorable in the aggregate, than (respectively) the wages, bonus opportunities and employee benefits in effect for such persons as of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiseClosing Date. (b) Following With respect to any employee benefit plans in which any employees of the Effective TimeAcquired Companies participate on or after the Closing, Parent shall cause the Acquired Companies to: (i) unless otherwise required by applicable Law, use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees, except to the extent such pre-existing conditions, exclusions or waiting periods applied under the similar plan in effect immediately prior to the Closing; (ii) provide each such employee with credit for any co-payments and deductibles paid (to the same extent such credit was given for the shorter applicable current plan year under the similar plan in effect immediately prior to the Closing) in satisfying any applicable deductible or out-of-pocket requirements; and (iii) recognize all continuous service of the one Acquired Companies’ employees with the Acquired Companies (1including continuous service with an entity for which the Acquired Companies recognized such continuous service upon a previous acquisition by an Acquired Company), as applicable, for all purposes (including for purposes of eligibility to participate, vesting credit and entitlement to benefits, but excluding benefit accrual under a defined benefit or similar pension plan and entitlement to benefits under any retiree or post-employment health or life insurance plan) year period following under any employee benefit plan in which such employees may be eligible to participate after the Effective Time Closing; provided, that the foregoing shall not apply to the extent it would result in a duplication of benefits or until provide service credit for periods prior to the termination effectiveness of such employee benefit plan. (c) Nothing in this Section 7.2 shall (i) create any third party beneficiary right in any Person other than the parties to this Agreement, including any current or former employee, any participant in any Benefit Plan or any dependent or beneficiary thereof, provided, that no Seller who is also an employee of the Acquired Companies may enforce this provision solely for the benefit of himself or herself as an employee of the Acquired Companies, (ii) constitute an amendment to any Benefit Plan or any other plan or arrangement covering employees of the Acquired Companies, (iii) restrict the authority of the Acquired Companies to terminate the employment of any of their employees, subject to applicable Law, or (iv) limit or otherwise restrict the applicable Assumed Employee with right of Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Acquired Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, modify or terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose The Purchaser shall offer employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing Date to be waived all Business Employees. As of the Closing Date, the Purchaser shall employ each Business Employee whose employment is not covered by a collective bargaining agreement and who accepts the Purchaser's offer of employment ("Transferred Non-Union Employees") at a salary, on terms and conditions (and with employee benefits (including without limitation, benefits of the type described in Section 3(1) of ERISA)) that are substantially as favorable in the aggregate, as those provided by the Seller (or its Affiliates) immediately before the execution hereof. The Purchaser shall provide each Transferred Non-Union Employee credit for years of service with the Seller or any Affiliate of the Seller prior to the extent that such conditions were satisfied Closing for (A) the purpose of eligibility and vesting under a comparable Company Benefit the Purchaser's health, vacation and other employee benefit plans (including, without limitation, the Purchaser 401(k) Plan as of and the Effective Time Purchaser DB Plan), and (iiB) any and all pre-existing condition limitations and eligibility waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as group health plans of the Effective Time. In additionPurchaser, Parent and the Surviving Corporation will honor or shall cause to be honored credited to any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and deductible out-of-pocket maximums expenses under the Company Benefit Plans during the portion any health plans of the applicable plan year that includes the Effective Time in satisfying Purchaser any deductibles, co-payments deductibles or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for expenses incurred by Transferred Non-Union Employees and their beneficiaries and dependents during the portion of the applicable plan calendar year prior to their participation in the health plans of the Purchaser. Notwithstanding any other provision of this Agreement, Business Employees that includes become employed by the Purchaser as of the Closing who are covered by a collective bargaining agreement on and after the Closing (collectively with the Transferred Non-Union Employees, the "Transferred Employees") shall receive benefits in accordance with the terms of such collective bargaining agreement. (b) Effective Timeat the Closing Date, the Purchaser shall assume the severance arrangements set forth in Schedule 6.9(b) hereto; provided, however, that the Purchaser shall have no liability under such severance arrangements with respect to terminations of employment occurring before the Closing. (c) With respect Effective on the Closing Date, the Purchaser shall assume the Seller's obligations, duties and Liabilities to the plan year in which the Effective Time occursprovide benefits under, Parent and the Surviving Corporation will give each Seller shall assign, all Benefit Plans (including all related assets and funding vehicles) sponsored, established and maintained by the Seller solely for the benefit of Business Employees as are set forth in Schedule 6.9(c) hereto (the "Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued Plans") and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this arrangement described in Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.6.1(b)(iii)

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee The Purchaser shall offer employment as of the Company or any Closing Date to all Business Employees. As of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed EmployeeClosing Date, the Surviving Corporation and each of its Subsidiaries Purchaser shall employ Assumed Employees pursuant to terms and conditions established each Business Employee who accepts the Purchaser's offer of employment ("Transferred Employees") at the discretion of Parent and its Subsidiaries a compensation level (including salary, bonuses and commissions) substantially equivalent to what such Business Employee received immediately before the Surviving Corporation); providedexecution hereof until at least December 31, however, that, subject 2001. The Purchaser shall provide each Transferred Employee credit for years of service with the Sellers (or their Affiliates) prior to the foregoingClosing for the purpose of eligibility and vesting under the Purchaser's health, nothing herein shall prevent vacation, severance, sick leave and other employee benefit plans and policies (including, without limitation the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Purchaser 401(k) Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise). (b) Following Without limiting the Effective Timescope of Section 6.9(a), the Purchaser shall cause each Transferred Employee (and for his or her eligible dependents) who is covered under the shorter Sellers' group health plan to be covered immediately following the Closing, until at least December 31, 2001, by a group health plan that provides health benefits (within the meaning of Section 5000(b)(1) of the one (1Internal Revenue Code) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits provided that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit group health plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) does not limit or exclude coverage on the basis of any pre-existing conditions for all Assumed Employees and condition of such Transferred Employee or their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under provides each plan that would otherwise be applicable to newly hired employees to be waived to Transferred Employee full credit for the same extent waived or satisfied under year during which the Company Benefit Plans as of the Effective Time. In additionClosing occurs, Parent and the Surviving Corporation will honor or cause to be honored with any expenditures deductible already incurred by Assumed Employees the Transferred Employee and their covered his or her dependents in satisfying the deductible, co-payment under such group health plan and with any other out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year expenses that includes the Effective Time in satisfying count against any deductibles, co-payments or maximum out-of-pocket maximums under expense provision of such group health plan. Workers' Compensation benefits for any plans of Parent or Transferred Employee shall be the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion responsibility of the applicable plan year that includes Sellers (or their Affiliates) if the Effective Timeinjury occurred prior to the Closing Date, and otherwise shall be the responsibility of the Purchaser. (c) With respect If any Transferred Employee is eligible to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of take any accrued but unused vacation time pursuant to the vacation policy applicable to such employee and/or other paid leave benefit programsTransferred Employee immediately prior to Closing, for the Purchaser shall allow such Assumed Employee’s Transferred Employee to use such accrued and unpaid vacation and/or paid leave balance as to the extent that such accrued vacation is accrued on the Statement of the Effective TimeWorking Capital. (d) The Company shallEffective as of the Closing Date, at the Purchaser shall establish, or prior shall extend coverage to each Transferred Employee under, a defined contribution individual account plan (the "Purchaser 401(k) Plan") qualified pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after extent the Closing Date (subject to Transferred Employee has satisfied the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Lawrequirements for participation therein. (e) As soon as practicable after the Closing Date, the Sellers (or their Affiliates) shall cause the trustee of the Effective Time401(k) Plan to allow Transferred Employees to take distributions of their full vested account balances, Parent and if such employees elect to do so. The Purchaser shall permit the Surviving Corporation shall expressly assume and agree Transferred Employees to performroll over, by agreements on a timely basis, such distributions in the form and substance reasonably satisfactory to of cash into the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (iPurchaser 401(k) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. XxxxxxxxxxPlan's trust. (f) Nothing herein The Sellers (or their Affiliates) shall be deemed cause the administrator of the 401(k) Plan, and the Purchaser shall cause the administrator of the Purchaser 401(k) Plan, to be a guarantee of employment for any Assumed Employee timely make such filings as are required under ERISA, the Internal Revenue Code or any other employee applicable Laws with respect to the transfer of the Surviving Corporation account balances, assets or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained Liabilities described in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person6.9, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.required filings on Form 5310-A.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee Effective as of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed EmployeeClosing, the Surviving Corporation and each Purchaser shall offer employment to no fewer than 100 employees of its Subsidiaries shall employ Assumed Employees pursuant to ITD, on terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject similar to the foregoing, nothing herein employee plans and benefit arrangements offered by the Seller to such employees on the date hereof. A list of such employees will be provided by the Purchaser to the Seller within two business days after execution hereof by the Seller and shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes be attached hereto as are necessary to conform to or comply with applicable Law or otherwise.Exhibit C. (b) Following the Effective Time, and for the shorter For a period of the one (1) year period not less than six months following the Effective Time or until the termination of employment of the applicable Assumed Employee with ParentClosing, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall Purchaser will provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits for the benefit of employees that accept employment with the Purchaser (the "Employees") that are in similar to those offered by the aggregate no less favorable than Seller (except that the Purchaser shall not provide benefits the same as or similar to those in effect as provided pursuant to Seller's existing pension plan). Each Employee's years of the date hereof for such employees service recognized under the Company Benefit Plans, excluding for this purpose, any equity, equity-related Seller's or incentive compensation, bonus, change in control, sabbatical its affiliates' plans or similar plans, programs, policies, agreements or arrangements. Following benefit arrangements will be credited by the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time Purchaser for purposes of determining satisfying eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination requirements of levels of benefits purposes) for the same purposes under comparable Purchaser's employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or benefit arrangements. Notwithstanding All Employees shall be eligible to participate in the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any Purchaser's employee plans and benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents arrangements as of the Closing Date. The Purchaser will take all actions necessary to be waived to accept direct rollover contributions into its employee benefit plans from the extent that such conditions were satisfied under a comparable Company Benefit Plan as eligible plans of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived Seller or satisfied under the Company Benefit Plans as any of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Timeits affiliates. (c) With respect Commencing on the Closing Date, the Purchaser shall assume all responsibility and liability for (i) accrued but unpaid wages, bonuses, salary and accrued vacation of Employees; (ii) all claims by Employees and beneficiaries for severance or other termination benefits based on events occurring after the Closing Date; and (iii) all claims relating to the plan year in which terms and conditions of employment, hiring, firing, supervision, occupational safety and health, workplace, wages and hours provisions, promotion, employment practices or treatment of Employees or beneficiaries regardless of whether such matter arises from or relates to events on or after the Effective Time occursClosing Date. For a period of six months from the Closing Date, Parent and the Surviving Corporation will give each Assumed Employee credit, Purchaser shall provide severance benefits for purposes of Employees that are substantially the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance same as the severance plans provided by the Seller as of the date hereof. Effective Timeas of the Closing Date and at all times thereafter, the Purchaser shall be responsible for the payment, sponsorship, funding, operation, investment and administration of all compensation, employee plans and benefit arrangements provided for any Employees or beneficiaries. (d) The Company shallPurchaser and the Seller will cooperate in insuring that benefit coverage under the Seller's or its affiliates' welfare benefit plans for Employees covered thereunder prior to the Closing is coordinated with coverage under the Purchaser's benefit arrangements provided after the Closing. Without limiting the generality of the foregoing, at the Purchaser will use reasonable efforts to ensure that the Purchaser's benefit arrangements will provide that any expenses incurred by any Employee on or prior to the ClosingClosing Date, award will be taken into account for the purposes of satisfying deductible and co-insurance requirements and satisfaction of maximum out-of-pocket provisions to employees bonuses under its Transaction Bonus Plan, the same extent as if such bonuses to be paid not later than six (6) months expenses had been incurred after the Closing Date (subject Date. In addition, the Purchaser will use reasonable efforts to ensure that the group health coverage provided by the Purchaser to Employees will not contain any rating period or exclusion or limitation for pre-existing conditions with respect to the terms and conditions benefits provided thereunder. No pre-qualification requirements will apply to Employees for purposes of the Transaction Bonus Plan) less any withholding required by applicable Lawsupplemental life insurance coverage eligibility. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee The Purchaser shall offer employment as of the Company or any Closing Date to substantially all of the Company Subsidiaries Business Employees employed at the Effective Time and whose Stations. In determining which Business Employees will be offered employment, the Purchaser will comply with all applicable Laws. Each such Business Employee who accepts the Purchaser’s offer of employment will continue following as of the Effective Time Closing Date (each, an a “Assumed Transferred Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant be entitled to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment receive during his or termination of any Company Benefit Plan in accordance her employment with the Company Benefit Plan’s terms or interfere with Purchaser (provided that the Surviving Corporation’s right or obligation Purchaser is not required to make such changes as are necessary to conform to or comply with applicable Law or otherwise. employ any Transferred Employee for any minimum period of time after the Closing Date): (bi) Following until at least the Effective Time, and for the shorter first anniversary of the one Closing Date, (1x) year period following an annualized base salary or hourly rate of pay that is no less than that paid by the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation Sellers (or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation Affiliate thereof) to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect such Transferred Employee as set forth on Schedule 6.9(a) as of the date hereof for such hereof, provided that employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related who receive base pay and bonus or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee commissions shall receive service credit a combination of base pay plus bonus or commission opportunity that is no less than the rate of base pay and bonus or commission opportunity paid by the Sellers (or any Affiliate thereof) to such Transferred Employees as set forth on Schedule 6.9(a) as of the date hereof, and (y) a position comparable to the extent credited under position such Transferred Employee held with the Company Benefit Plans Sellers (or any Affiliate thereof) as of the Closing Date at a work location that is not more than 50 miles from the work location where such transferred Employee worked prior to the Effective Time for purposes of determining eligibility Closing Date, and (ii) sick and vacation leave, health insurance, life insurance, accidental death and dismemberment insurance, short-and-long-term disability insurance and 401(k) retirement benefits on terms and conditions that are comparable in the aggregate to participate what the Sellers provide. The Purchaser’s health, vacation, severance, sick leave and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Datepolicies shall, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as plans of the Closing to be waived to Purchaser, provide each Transferred Employee with credit for years of service with the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and Sellers (iior their Affiliates) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions same extent the Sellers credited such service prior to Closing, for the purpose of the Transaction Bonus Plan(w) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or impliedeligibility, (ix) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee vesting, (y) seniority/benefit planentitlement for sick and vacation leave, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.and

Employees and Employee Benefit Matters. (a) Without limiting The Purchaser shall offer employment as of the Closing Date to all Business Employees who are actively employed (i.e., not on a paid or unpaid leave of absence). Further, Purchaser shall immediately offer employment to any additional rights that any individual Business Employee who is an employee not actively employed on the Closing Date, when his or her leave of absence has expired, if such individual is then able to return to active employment on such date. As of the Company or any of Closing Date, the Company Subsidiaries at the Effective Time and Purchaser shall employ each active Business Employee whose employment will continue following is not covered by a collective bargaining agreement and who accepts the Effective Time Purchaser's offer of employment (each, an “Assumed Employee”"Transferred Non-Union Employees") may have under any Company Benefit Plan, except at a base pay that is at least as otherwise agreed in writing between Parent favorable as that provided by the Seller (or its Affiliates) immediately before the execution hereof and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to on terms and conditions established at the discretion of Parent (and its Subsidiaries with employee benefits (including without limitation benefits of the Surviving Corporationtype described in section 3(1) of ERISA)) that are at least as favorable in the aggregate as those provided to Purchaser's similarly situated employees; provided, however, thatPurchaser shall be free to modify any such base pay, subject to terms and conditions and employee benefits after the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan Closing in accordance with the Company Benefit Plan’s terms or interfere Purchaser's normal business practices. The Purchaser shall provide each Transferred Non-Union Employee credit for years of service with the Surviving Corporation’s right Seller or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter any Affiliate of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans Seller prior to the Effective Time Closing for purposes (A) the purpose of determining eligibility to participate and vesting (but not for any under the Purchaser's health, vacation and other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent (including, without limitation, the Purchaser 401(k) Plan), and the Surviving Corporation in which such employees participate following the Effective Date, other than under (B) any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees condition limitations and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) eligibility waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as group health plans of the Effective Time. In additionPurchaser, Parent and the Surviving Corporation will honor or shall cause to be honored credited to any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and deductible out-of-pocket maximums expenses under the Company Benefit Plans during the portion any health plans of the applicable plan year that includes the Effective Time in satisfying Purchaser any deductibles, co-payments deductibles or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for expenses incurred by Transferred Non-Union Employees and their beneficiaries and dependents during the portion of the applicable plan calendar year in which the Closing occurs and prior to their participation in the health plans of the Purchaser. Notwithstanding any other provision of this Agreement, Business Employees that includes become employed by the Purchaser as of the Closing who are covered by a collective bargaining agreement on and after the Closing (the "Transferred Union Employees" and, collectively with the Transferred Non-Union Employees, the "Transferred Employees") shall receive benefits in accordance with the terms of such agreement. (b) Effective Timeat the Closing Date, the Purchaser shall assume the severance arrangements set forth in Schedule 6.9(b) hereto; provided, however, that the Purchaser shall have no liability under such severance arrangements with respect to terminations of employment occurring before the Closing. (c) With Effective on the Closing Date, the Purchaser shall assume the Seller's obligations, duties and liabilities to provide benefits under, and the Seller shall assign, all Benefit Plans (including all related assets and funding vehicles) sponsored, established and maintained by the Seller solely for the benefit of Business Employees as are set forth in Schedule 6.9(c) hereto (the "Assumed Plans") and any other arrangement described in Section 6.1(b)(iii) hereof that is adopted by the Seller before the Closing with the prior written consent of the Purchaser. The Seller shall have no Liability with respect to the plan year in which Assumed Plans following the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective TimeClosing Date. (d) Effective as of the Closing Date, the Seller shall cause each Business Employee to have a fully nonforfeitable right to such employee's account balances, if any, under The Tax Deferred Investment Plan of The Chronicle Publishing Company shall(the "Seller 401(k) Plan"). Seller shall make, at or prior cause to be made, all "matching contributions" due under the Seller 401(k) Plan with respect to Business Employees through the Closing Date. Effective as of the Closing Date, the Purchaser shall establish or shall extend coverage to each Business Employee under a defined contribution individual account plan (the "Purchaser 401(k) Plan") qualified pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after extent the Closing Date (subject to Business Employee has satisfied the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Lawrequirements for participation therein. (e) As soon as practicable after the Closing Date, the Seller shall cause the trustee of the Effective Time, Parent Seller 401(k) Plan to transfer in the form of cash (or such other form as may be agreed upon by the Seller and the Surviving Corporation shall expressly assume and agree Purchaser) the full account balances of the Business Employees in such plan, reduced by any necessary benefit, distribution or withdrawal payments to perform, by agreements or in form and substance reasonably satisfactory respect of Business Employees occurring during the period from the Closing Date to the applicable employee date of transfer described herein, to the appropriate trustee as designated by the Purchaser under the trust agreement forming a part of the Purchaser 401(k) Plan. The aggregate account balances of Business Employees under the Seller 401(k) Plan transferred by the trustee of the Seller 401(k) Plan to the trustee of the Purchaser 401(k) Plan shall be increased (or decreased) by the Seller by the amount of any actual earnings (or losses) on each account included therein from the Closing Date to the date of transfer to the Purchaser 401(k) Plan and such earnings (or losses) shall be credited (or debited) to the appropriate accounts. Following the transfer of account balances to the Purchaser 401(k) Plan as described herein, neither the Seller nor the Seller 401(k) Plan and the Surviving Corporation, related trust shall have any obligation or Liability with respect to the applicable obligations benefits and entitlements accrued in respect of Business Employees under the Company under (iSeller 401(k) Plan that were transferred to the Employment Agreement, dated as of November 11, 2008, between Purchaser 401(k) Plan. The Seller and Purchaser shall reasonably cooperate to effectuate the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxxforegoing. (f) Nothing herein The Seller shall cause Business Employees to be fully vested in their accrued benefit under the Pension Plan of Chronicle Publishing Company (the "Seller DB Plan") as of the Closing to at least the same extent that employees of the Seller who are not Business Employees become fully vested in their accrued benefits under the Seller DB Plan in connection with, or as a result of, the sale of assets of other divisions of the Seller with respect to which such employees primarily render their services. (g) The Seller shall cause the administrator of the Seller 401(k) Plan and the Purchaser shall cause the administrator of the Purchaser 401(k) Plan, to timely make such filings as are required under ERISA, the Internal Revenue Code or any applicable Laws with respect to the transfer of account balances, assets or Liabilities described in this Section 6.9, including any required filings on Form 5310-A. (h) Prior to the Closing Date, the Seller shall establish a plan solely for the benefit of the Business Employees which shall be deemed intended to be a guarantee satisfy the requirements of employment Internal Revenue Code Section 125 (the "New Cafeteria Plan") and which shall assume the liabilities attributable to the Business Employees (and shall provide for any Assumed Employee or any other employee the crediting of Business Employees' accounts in such amounts) under the Chronicle Publishing Company Cafeteria Plan as of the Surviving Corporation or any of its SubsidiariesClosing Date. The New Cafeteria Plan shall be an Assumed Plan, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, as defined above. (i) Seller agrees, if requested by Purchaser, to consent to the designation of Purchaser (or its designee) as successor employer to the Business for purposes of unemployment insurance payroll tax or contribution ratings and payroll credits under sate and federal law and/or workers' compensation contributions premium ratings under applicable state law. Seller shall provide Purchaser (or its designee) in a timely fashion with any payroll or other account data as may be treated necessary or appropriate to make application for the transfer of Seller's ratings, payroll credits and premium ratings as an amendment or other modification of employer subject to unemployment compensation laws and/or workers' compensation laws with any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementpublic authority.

Employees and Employee Benefit Matters. All employees whose employment contracts are being assumed hereunder (a) Without limiting including any additional rights that any individual employees who is an employee are temporarily absent from active employment), will be employed under the same terms and condition as set forth in their assumed employment contracts and all of the Company or any remaining employees of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals Station who are actively employed on the Closing Date shall be offered employment on an "at will" basis with WGRC on such date, and such persons who accept such offer on such date, together with those employees whose employment contracts are being assumed, shall be hereafter referred to as "Transferred Employees". Each such offer of employment shall be at a salary and on other terms and conditions that are substantially similar in the Company or aggregate as those provided by Benedek on the Closing Date, it being understood that no defined benefit plan shall be provided. WGRC shall also offer employment on an "at will" basis to any employee of the Company Subsidiaries Station who is temporarily absent from active employment on the Closing Date upon termination of such temporary absence, provided that such employee is able to perform the essential functions of the position he or she previously held with Benedek prior to such absence, and any such employee shall be treated as a Transferred Employee from and after his or her date of employment with WGRC. Subject to applicable laws and the terms of any applicable employment contracts, WGRC shall have the right, at any time, to dismiss any or all Transferred Employees at any time, with or without cause, and to change the Effective Time terms and conditions of their employment (including compensation and employee benefits that are in provided to them). For purposes of this paragraph, an individual shall be deemed temporarily absent from active employment on the aggregate no less favorable Closing Date if such individual is absent from work for any reason (including disability, illness, injury, leave of absence or layoff with rights of re-employment) other than those in effect as by reason of vacation. WGRC shall provide each Transferred Employee credit for years of service prior to the Closing with Benedek or any prior owner of the date hereof Station for such employees (A) the purpose of eligibility and vesting under the Company Benefit PlansWGRC's health, excluding for this purposevacation and other employee benefit plans (including, any equitywithout limitation, equity-related or incentive compensationWGRC 401(k) Plan ), bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable Benedek's employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by and (B) any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees condition limitations and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) eligibility waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as group health plans of the Effective Time. In additionWGRC, Parent and the Surviving Corporation will honor or shall cause to be honored credited to any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments deductible or out-of-pocket maximums expenses under any health plans of Parent WGRC any deductibles or out-of-pocket expenses incurred by Transferred Employees and their beneficiaries and dependents during the Surviving Corporation portion of the calendar year prior to their participation in which they are eligible the health plans of WGRC. 10.6.1 Effective at the Closing Date, WGRC shall assume the severance arrangements set forth in Schedule 7.17 hereto; provided, however, that WGRC shall have no liability under such severance arrangements with respect to participate terminations of employment occurring before the Closing. Following the Closing, WGRC shall indemnify and hold harmless Benedek with respect to any and all liability for the termination of employment by WGRC of any Transferred Employee. 10.6.2 Effective as of the Closing Date, Benedek shall cause each of the Transferred Employees to have a fully nonforfeitable right to such employee's account balances, if any, under BBC Profit Sharing and Retirement Plan (the "Benedek 401(k) Plan") and shall make all matching contributions allocable to the period ended December 31, 1999 in an amount consistent with past practice and in respect of the calendar year ending December 31, 2000 shall, within 60 days after the Effective Time Closing Date, make a pro rata matching contribution at the same rate as utilized in 1999 for the portion of 2000 during which Benedek owns the applicable Station. Effective as of the Closing Date, WGRC shall establish or shall extend coverage to each Transferred Employee under a defined contribution individual account plan year that includes (the Effective Time"WGRC 401(k) Plan") qualified pursuant to Sections 401(a) and 401(k) of the Code to the extent such Transferred Employees has satisfied the requirements for participation therein. 10.6.3 As soon as practicable after the Closing Date, Benedek shall cause the trustee of the Benedek 401(k) Plan to transfer in the form of cash (cor such other form as may be agreed upon by Benedek and WGRC) With the full account balances of the Transferred Employees in such plan, reduced by any necessary benefit, distribution or withdrawal payments to or in respect of the Transferred Employees occurring during the period from the Closing Date to the date of transfer described herein, to the appropriate trustee as designated by WGRC under the trust agreement forming a part of the WGRC 401(k) Plan. The aggregate account balances of the Transferred Employees under the Benedek 401(k) Plan transferred by the trustee of the Benedek 401(k) Plan to the trustee of the WGRC 401(k) Plan shall be increased (or decreased) by Benedek by the amount of any actual earnings (or losses) on each account included therein from the Closing Date to the date of transfer to the WGRC 401(k) Plan and such earnings (or losses) shall be credited (or debited) to the appropriate accounts. Following the transfer of account balances to the WGRC 401(k) Plan as described herein, neither Benedek nor the Benedek 401(k) Plan and the related trust shall have any obligation or liability with respect to the plan year benefits and entitlements accrued and transferred in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes respect of the vacation policy Transferred Employees under the Benedek 401(k) Plan and WGRC will indemnify and hold harmless Benedek for and against any such obligation or liability. WGRC represents and warrants that the WGRC 401(k) Plan is qualified under Section 401(a) of the Code. WGRC shall reasonably cooperate to effectuate the foregoing and shall use commercially reasonable efforts to cause its trustee and other service providers with respect to the WGRC 401(k) Plan to cooperate to effectuate the foregoing. 10.6.4 Benedek shall cause the administrator of the Benedek 401(k) Plan, and WGRC shall cause the administrator of the WGRC 401(k) Plan, to timely make such filings as are required under ERISA, the Code or any applicable laws with respect to the transfer of account balances, assets or liabilities described in this Section 10.6, including any required filings on Form 5310-A. 10.6.5 Prior to the Closing Date, WGRC shall establish a plan solely for the benefit of the Transferred Employees which shall be intended to satisfy the requirements of Code Section 125 (the "WGRC Cafeteria Plan") and which shall assume the assets and liabilities attributable to the Transferred Employees (and shall provide for the crediting of Transferred Employees' accounts in such amounts) under the BBC employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance plan which is intended to satisfy the requirements of Code Section 125 (the "Benedek Cafeteria Plan") as of the Effective TimeClosing Date. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee The Purchaser shall offer employment as of the Company or any Closing Date to all Business Employees except as set forth on Schedule 6.9. As of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed EmployeeClosing Date, the Surviving Corporation and each of its Subsidiaries Purchaser shall employ Assumed Employees pursuant to each such Business Employee who accepts the Purchaser's offer of employment ("Transferred Employees") at a compensation level (including salary, bonuses and commissions) that is generally comparable in the aggregate, and on terms and conditions established at the discretion of Parent (and its Subsidiaries with employee benefits (including benefits of the Surviving Corporationtype described in Section 3(1) of ERISA); provided) that are generally comparable in the aggregate, however, that, subject as those provided by the Seller (or any Affiliate thereof) until at least the first anniversary of the Closing Date. The Purchaser shall provide each Transferred Employee credit for years of service with the Seller (or its Affiliates) prior to the foregoingClosing for the purpose of eligibility, nothing herein shall prevent vesting and coverage (but not for purposes of benefit accrual under defined benefit plans) under the amendment or Purchaser's health (including post-retirement welfare benefit coverage), vacation, severance, sick leave and other employee benefit plans and policies. In the event that as a result of the Purchaser's termination of the employment of Transferred Employees after the Closing Date, or for any Company Benefit Plan other reason, the requirements under the Worker Adjustment and Retraining Notification Act, as amended ("WARN"), are triggered, the Purchaser shall be responsible for all financial obligations arising as a result thereof. In addition, the Purchaser acknowledges and agrees that any decisions respecting the termination of the employment of Transferred Employees after the Closing Date shall be solely the responsibility of the Purchaser and the Purchaser shall not consult with or rely upon the Seller, its Affiliates or their respective agents in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make making any such changes as are necessary to conform to or comply with applicable Law or otherwisedetermination. (b) Following Without limiting the Effective Timescope of Section 6.9(a), the Purchaser shall cause each Transferred Employee (and for his or her eligible dependents) to be covered immediately following the shorter Closing, until the first anniversary of the one Closing Date, by group health plans that provide health benefits (1within the meaning of Section 5000(b)(1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation Internal Revenue Code) on terms and employee benefits conditions that are in the aggregate no less favorable than substantially similar to those in effect as of the date hereof for such employees provided under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change group health plans in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following which the Effective Time, each Assumed Transferred Employee shall receive service credit to the extent credited under the Company Benefit Plans participated immediately prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit Closing, provided that such group health plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) do not limit or exclude coverage on the basis of any pre-existing conditions for all Assumed Employees and their covered condition of such Transferred Employee or his or her dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to provide such Transferred Employee full credit for the same extent waived or satisfied under year during which the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored Closing occurs for any expenditures deductible already incurred by Assumed Employees the Transferred Employee and their covered his or her dependents in satisfying the deductible, co-payment under such group health plans and with any other out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year expenses that includes the Effective Time in satisfying count against any deductibles, co-payments or maximum out-of-pocket maximums under any plans expense provision of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Timesuch group health plans. (c) With respect If any Transferred Employee is eligible to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of take any accrued but unused vacation time pursuant to the vacation policy applicable to such employee and/or other paid leave benefit programsTransferred Employee immediately prior to Closing and such Liability is reflected on the Closing Balance Sheet, for the Purchaser shall allow such Assumed Employee’s Transferred Employee to use such accrued and unpaid vacation, or to receive payment thereafter upon termination of employment to the extent such payment would have been made under the Seller's vacation and/or paid leave balance as of the Effective Timepolicy. (d) From the Closing Date until the first anniversary of the Closing Date, if the Purchaser (or an Affiliate thereof) terminates the employment of a Transferred Employee with the Purchaser (or an Affiliate thereof) for any reason that would have given rise to the payment of a severance payment under The New York Times Company shallSeverance Pay Plan, as set forth on Schedule 4.10(a), the Purchaser shall provide a severance package to such Transferred Employee containing severance benefits at least equal to those that would have been paid under The New York Times Company Severance Pay Plan. For purposes of the preceding sentence, such Transferred Employee will receive credit for service performed for the Seller (or its Affiliates) prior to the ClosingClosing Date, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months and service performed for the Purchaser after the Closing Date (subject to Date, in connection with the terms and conditions determination of the Transaction Bonus Plan) less any withholding required by applicable Lawsuch severance benefit. (e) As of The Seller agrees to cooperate with the Effective Time, Parent Purchaser in filing any applications and the Surviving Corporation shall expressly assume and agree forms related to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other PersonTaxes, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) annual Form W-2s and applications for transfer of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementunemployment experience history.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual All persons who is an employee are employees of the Company or any of the Company Subsidiaries at ABC immediately prior to the Effective Time and whose employment will continue following is not specifically terminated at or prior to the Effective Time (eacha "CONTINUING EMPLOYEE") shall, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion Effective Time, become employees of Parent ASB; PROVIDED, HOWEVER, that in no event shall any of ABC's employees be officers of ASB, or have or exercise any power or duty conferred upon such an officer, unless and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject until duly elected or appointed to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan such position in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s bylaws of ASB. No contractual right or obligation to make such changes as are necessary employment shall inure to conform to or comply with applicable Law or otherwiseContinuing Employees because of this Agreement. (b) Following Each Continuing Employee shall be eligible to participate in the ASB 401(k) Plan and Pension Plan with credit for prior service with ABC for purposes of eligibility and vesting, but not for purposes of benefit accrual under the ABC Pension Plan. Each Continuing Employee shall be treated as a new employee of ASB for purposes of the ASB Employee Stock Ownership Plan. As of the Effective Time, ASB shall make available employer-provided health and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed other employee welfare benefit plans and coverage under its personnel policies to each Continuing Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for on the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which basis as it provides such coverage to ASB employees participate following the Effective Date, other than under except that any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and condition, eligibility waiting period or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents as who were covered under a similar ABC plan on the Effective Date of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective TimeMerger. (c) With AFH agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in Schedule -------- 2.1(n), including with respect to the plan year in benefits which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes vest or are otherwise accrued ------ or payable as a result of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as consummation of the Effective Timetransactions contemplated by this Agreement. (d) The Company shallABC Employee Stock Ownership Plan ("ABC ESOP") shall be terminated as of, at or prior to the Closingto, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) Date. As of the Effective TimeClosing Date, Parent all shares held by the ABC ESOP shall be converted in to the right to receive the Merger Consideration. As soon as administratively practicable following the Closing Date, the trustees of the ABC ESOP shall use cash received by the ABC ESOP with respect to unallocated shares to repay in full all outstanding ESOP indebtedness. Thereafter, any amount remaining with respect to such unallocated shares shall be allocated to ABC ESOP participants as investment earnings of the ESOP and as otherwise provided in the Surviving Corporation plan. Subject to receipt of a favorable determination letter from the IRS regarding the termination of the ABC ESOP, distributions shall expressly assume and agree be made to performparticipants as provided in the plan. ABC may adopt amendments to the ESOP, by agreements in form and substance reasonably satisfactory to AFH, to effectuate the applicable employee actions contemplated by this paragraph or as otherwise required by the IRS in connection with the determination letter request. All governmental filings with respect to the ABC ESOP, whether before or after the Closing Date, shall be subject to the review and the Surviving Corporation, the applicable obligations approval of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. XxxxxxxxxxASB. (fe) Nothing herein ABC shall take such action as may be deemed necessary under the plan and applicable law to freeze benefit accruals under the ABC Retirement Income Plan and the ABC Supplemental Executive Retirement Plan as of a date not later than the Closing Date. Following the Closing Date, ASB may, in its sole discretion, cause the ABC Retirement Income Plan to be merged into the ASB Pension Plan or maintain the frozen plan as a guarantee separate plan. As of employment for any Assumed Employee or any other employee of a date not later than the Surviving Corporation or any of its Subsidiariesdate immediately preceding the Closing Date, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries ABC shall take such action as may be necessary to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.ABC 401(k)

Employees and Employee Benefit Matters. (a) Without limiting Buyer will offer employment agreements or employment offer letters, as the case may be, to the Anticipated Transferred Employees to be effective only upon Closing, upon terms and conditions that are substantially similar as those provided by Seller on the date hereof, subject to changes in the ordinary course of business (other than annual salary increases or bonuses that are not atypical from those awarded in prior years) between the date hereof and the Closing, as consented to by Buyer and such modifications as are agreed to between each such Anticipated Transferred Employee and the Buyer (including, without limitation, that the Anticipated Transferred Employee will not receive equity or options to acquire equity in the Buyer or its Affiliates) and authorizing Buyer to assume the liabilities and obligations of Seller described in clause (a) of Section 2.5 in lieu of Seller fulfilling such obligations. Each Transferred Employee shall, prior to commencement of employment with Buyer (a) execute an agreement agreeing to provide services to Buyer for a period of 24 months from the Closing, subject to customary termination provisions and (b) execute an employment agreement with each such Transferred Employee restricting such employee to the extent permitted by applicable law from competing, or being employed by an entity which competes with the Buyer or disclosing or using confidential information or soliciting customers or employees of Buyer during or after termination of his or her employment with Buyer and execute such other agreements assigning to Buyer any additional rights that such similar agreements in effect with Seller. Prior to delivering any individual who is employment agreements or employment offer letter to any Anticipated Transferred Employee, Buyer shall provide a true and correct copy thereof to Seller for its review and comment. Prior to Closing, Buyer shall not delete, terminate or waive any provision in an employment agreement or employment offer letter with respect to Buyer’s assumption of the liabilities and obligations of Seller described in clause (a) of Section 2.5. In connection with each offer of employment by Buyer, Buyer shall offer to each Anticipated Transferred Employee at Closing a retention package providing for payments to be made within a specified period after Closing, as determined by Buyer and for which Buyer will be responsible for each Transferred Employee remaining an employee of Buyer on the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwisespecified date. (b) Following Seller shall cooperate with Buyer and use reasonable efforts to assist Buyer in obtaining the Effective Time, and for the shorter acceptance of the one (1) year period following the Effective Time or until the termination offers of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to by all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective TimeAnticipated Transferred Employees. (c) With respect Except as otherwise expressly provided herein, nothing contained herein shall restrict Buyer in the future in the exercise of its independent business judgment as to the plan year in terms and conditions under which such employment shall continue, the Effective Time occursduration of such employment, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of basis on which such employment is terminated or the vacation policy applicable benefits provided to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective TimeTransferred Employees. (d) The Company shall, at Except as expressly provided in Section 2.5 or prior Section 5.11(a) Buyer shall not assume or be liable for or be required to the Closing, award to employees bonuses under its Transaction Bonus maintain any Welfare Plan, such bonuses to be paid Pension Plan or Compensation Program that Seller sponsors, contributes to, or participates in on the date hereof, or for which Seller has or may have, whether or not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Lawdisclosed under this Agreement or in a Schedule. (e) As of the Effective TimeOther than as specifically set forth in Section 2.5 or Section 5.11(a), Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein Seller shall be deemed to be a guarantee of employment responsible for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms payment of any Company Benefit amounts due to its employees pursuant to its Welfare Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Pension Plan or any Parent or Surviving Corporation plan and Compensation Plans or any other employee benefit plan, program, policy or arrangement or plans of Seller as a result of the establishment employment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or Transferred Employees prior to the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementClosing Date.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx Exxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Kxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Lxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx Rxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an Section 3.15(a) of the Disclosure Schedule accurately sets forth with respect to each employee of the Company Business (including any employee who is on short-term disability, a leave of absence or any on temporary layoff status subject to recall) as of the Company Subsidiaries at date hereof (together with any employees of the Effective Time Business hired in the Ordinary Course of Business between the date set forth on the Disclosure Schedule and whose employment will continue following the Effective Time Closing, each a “Business Employee,” collectively the “Business Employees”): (eachi) the name or employee number, an “Assumed title, and hire date of each Business Employee”; and (ii) may have under each Business Employee’s current annualized compensation, including base salary and vacation and/or paid time off accrual amounts, bonus and/or commission potential and any Company Benefit Planother compensation forms, except in case of (i) and (ii), to the extent and in such format as otherwise agreed in writing between Parent and an Assumed Employeethe Sellers, the Surviving Corporation Companies and each the Subsidiaries maintain in the Ordinary Course of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject Business. The Sellers will deliver to the foregoing, nothing herein shall prevent Purchaser prior to the amendment or termination of Closing the information required by this Section 3.15(a) with respect to any Company Benefit Plan Business Employees hired after the date hereof in accordance order to enable the Purchaser to comply with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiserequirements of this Section 3.15. (b) Following The Sellers, the Effective TimeCompanies and the Subsidiaries have complied since June 30, 2012, and for the shorter are in compliance, in all material respects with all applicable Laws relating to employment and labor matters, including those relating to wages, hours of the one (1) year period following the Effective Time or until the termination work, vacation pay, overtime pay, occupational health and safety, workers’ compensation, and conditions of employment of and there are no pending claims, complaints or investigations under any such Laws against the applicable Assumed Employee with ParentSellers, the Surviving Corporation Companies or any of their respective the Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit respect to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective TimeBusiness. (c) With respect to Except as set forth on Section 3.15(c) of the plan year in which Disclosure Schedule, the Effective Time occursSellers, Parent the Companies and the Surviving Corporation will give each Assumed Employee creditSubsidiaries are not a party to any pending claim for wrongful dismissal, for purposes constructive dismissal or any other pending claim, complaint or litigation relating to employment, discrimination or termination of employment of any of the vacation policy applicable Business Employees or their former employees or relating to such employee and/or other paid leave benefit programs, any failure to hire a candidate for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Timeemployment. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6Except as is set forth in Section 3.15(d) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable LawDisclosure Schedule, since June 30, 2015, no Seller, Company or Subsidiary has increased the compensation payable to their respective Business Employees or the rate of compensation payable to its Business Employees, except for increases in compensation made in the Ordinary Course of Business. (e) As Except as is set forth in Section 3.15(e) of the Effective TimeDisclosure Schedule, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) no Seller, Company or Subsidiary is a party to any collective bargaining agreement, and (ii) there are no labor unions or other labor organizations representing any Business Employee with respect to such Business Employee’s employment by a Seller, Company, or Subsidiary. Except as is set forth in Section 3.15(e) of the Employment AgreementDisclosure Schedule, dated as (x) there are no material unfair labor practice charges currently pending or, to the Sellers’ Knowledge, threatened against any Seller, Company, or Subsidiary with respect to the Business before any Governmental Authority, and (y) there is no representation petition currently pending or, to the Sellers’ Knowledge, threatened with respect to any Business Employee’s employment by a Seller, Company, or Subsidiary nor has there been any such petition in the last three years. No trade union has applied to have any of November 11the Sellers, 2008, between the Company or any Subsidiary declared a common or related employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which the Business is carried on. (f) The Sellers have made available to the Purchaser a true copy of: (i) all material written employment, termination, severance, change of control or other contracts or agreements relating to the Business Employees, to which any Seller, Company or Subsidiary is a party (excluding, however, offer letters made on standard forms, copies of which have been provided to the Purchaser), excluding any Plans. (g) All current and Xxxxxx X. Xxxxxxformer employees, XX; independent contractors, agents or consultants have and had all work permits, visas, authorizations or status, as the case may be, required to perform work or provide services in Canada. Section 3.15(g) of the Disclosure Schedule discloses in respect of each Business Employee located in Canada who receives $60,000 or more in compensation annually and is employed pursuant to a work permit the expiry date of such work permit and whether any Seller, Company or Subsidiary has made any attempts to renew such work permit. (h) Section 3.15(h) of the Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether (to the extent such plans are provided to Business Employees in the United States) such employee benefit plans are subject to ERISA or not, and all other material pension, retirement, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, retiree medical or life insurance, supplemental retirement, change-of-control, health, life, disability, group insurance, vacation, holiday, fringe benefit or other benefit plans, programs or arrangements (whether written or unwritten) maintained, contributed to, or required to be contributed to by any Seller, Company or Subsidiary for the benefit of the Business Employees (each a “Plan,” collectively the “Plans”). Except as listed on Section 3.15(h) of the Disclosure Schedule, no Plan is a registered pension plan as defined in the Income Tax Act (Canada) (the “ITA”). (i) As applicable with respect to each Plan, the Sellers have made available to the Purchaser true and complete copies of (i) each Plan, including all amendments thereto, (ii) the Employment Agreementcurrent summary plan description and each summary of material modifications thereto, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company most recently filed annual report (Form 5500 and Xxxxx Xxxxxxxxxx; all schedules thereto) and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxxmost recent IRS determination or opinion letter. (fj) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee Except as listed on Section 3.15(j) of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or impliedDisclosure Schedule, (i) shall be treated as an amendment no Plan is a defined benefit pension plan that is subject to Part 3, Subtitle B of Title I of ERISA or other modification Title IV of ERISA (nor has any Company Benefit Plan Seller, Company, Subsidiary or ERISA Affiliate maintained, contributed to or been required to contribute to any Parent or Surviving Corporation such defined benefit pension plan or any other employee benefit planin the past six years), program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit no Seller, Company, Subsidiary or ERISA Affiliate contributes to or is required to contribute to any “multiemployer plan” (within the right meaning of Parent Section 3(37) of ERISA or within the meaning of the relevant provisions of any applicable pension legislation in force in Canada and (iii) no Seller, Company, Subsidiary or ERISA Affiliate has any liability (contingent or otherwise) relating to the withdrawal or partial withdrawal from a multiemployer plan. (k) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including, without limitation, ERISA and the ITA, except where such noncompliance would not result in material liability. (l) Each Plan that is intended to be qualified under Section 401(a) of the Code has either timely received a favorable determination, notification, advisory or opinion letter, as applicable, or adopted a pre-approved document that is subject to an advisory or opinion letter from the IRS covering the provisions applicable to the Plan for which determination, notification, advisory or opinion letters, as applicable, are currently available, and to such Seller’s Knowledge, no event has occurred since the date of such determination letter or letters from the IRS that would adversely affect the qualified status of any such Plan or the Surviving Corporation or exempt status of any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause such trust. Each Plan that is required to be amendedregistered pursuant to the ITA has been and is so registered. (m) Except as listed on Section 3.15(m) of the Disclosure Schedule, terminated or otherwise modified) neither the Sellers, the Companies, the Subsidiaries nor any Company Benefit ERISA Affiliate has any liability under any Plan, Parent or Surviving Corporation plan otherwise, to provide medical or death benefits with respect to any Business Employees, beyond their termination of employment (other than coverage mandated by Law). (n) Except as listed on Section 3.15(n) of the Disclosure Schedule, the Sellers’ execution of, and performance of the transactions contemplated by, this Agreement will not constitute an event under any Plan or agreement that will result (without the occurrence of any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (ievent) in any other Personmaterial payment, including acceleration, vesting or increase in benefits with respect to any Assumed Employee Business Employee. No payment which is or any current or former employee or director or any participant in any employee benefit planmay be made by, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporationfrom, or with respect to any Plan or agreement in connection with the transactions contemplated by this Agreement to any Business Employee could properly be characterized as an “excess parachute payment” under Section 280G of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementthe Code.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose The Purchaser shall offer employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under Closing Date to all of the Company Benefit PlansEmployees. As of the Closing Date, excluding for this purpose, any equity, equitythe Purchaser shall employ each of the Employees whose employment is not covered by a collective bargaining agreement and who accepts the Purchaser's offer of employment ("Transferred Non-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangementsUnion Employees"). Following Purchaser shall cause all Transferred Non-Union Employees as of the Effective Time, each Assumed Employee shall receive service credit Closing Date to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility be eligible to participate in its "employee welfare benefit plans" and vesting "employee pension benefit plans" (but as defined in Section 3(1) and 3(2) of ERISA (respectively) of Purchaser in which similarly situated employees of Purchaser are generally eligible to participate from time to time ("Purchaser's Plans"), and all Transferred Non-Union Employees shall be eligible for coverage immediately after the Closing Date (and shall not for be excluded from coverage on account of any other purpose including benefit accrual or determination of levels of benefits purposespre-existing condition) for the same purposes under comparable Purchaser's Plans constituting employee welfare benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under such plans with respect to the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) preTransferred Non-existing conditions for all Assumed Employees and their covered dependents as of Union Employees. Following the Closing Date, Purchaser shall cause the Purchaser's Plans to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In additionrecognize any prior accrued service credit, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in credit towards satisfying the deductible, co-payment deductible expense requirements and out-of-pocket maximums expense limits of Transferred Non-Union Employees for purposes of Purchaser's Plans to the extent such prior service credits and limits are recognized by Purchaser or the Purchaser's Plans for similarly situated employees of Purchaser (including, but not limited to, eligibility to participate and vesting, but excluding benefit accruals). As soon as practicable following the Closing Date, Purchaser shall make available to the Transferred Non-Union Employees Purchaser's 401(k) Plan in accordance with the terms and provisions of such plan. Xxx-NMBC shall cause to be transferred to Purchaser's 401(k) Plan, in cash, all of the individual account balances of the Transferred Non-Union Employees under the Company Benefit Plans during the portion of the applicable 401(k) plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occursEmployees now participate. Notwithstanding any other provision of this Agreement, Parent and Employees who become employed by the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance Purchaser as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months Closing who are covered by a collective bargaining agreement on and after the Closing Date (subject to the "Transferred Union Employees" and, collectively with the Transferred Non-Union Employees, the "Transferred Employees") shall receive benefits in accordance with the terms and conditions of such agreement. Except for the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Timeemployment contracts listed in Schedule 4.10, Parent and the Surviving Corporation nothing in this Agreement is intended to nor shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee Transferred Non-Union Employees or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time Transferred Union Employees for any or no reason with or without notice other than a notice requirement under length of time after the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementClosing Date.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee Schedule 6.1(a) sets forth a list provided by Sellers of all of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employees employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect by Sellers as of the date hereof for such by name, position or job title, rate of pay, date of hire, seniority date (if different) and status, other than those employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit who will be transferred to the extent credited under the Company Benefit Plans employment with Buyer prior to the Closing Date. The information set forth on Schedule 6.1(a) shall be updated on or prior to the Closing Date to include employees hired by Buyer after the date hereof and delete employees who are no longer employed by Seller as of the Closing Date. Thereafter, Buyer shall, within ten (10) days prior to the Closing Date, notify Sellers of any individual set forth on Schedule 6.1(a) who will not be employed by Buyer. Each such employee set forth or remaining on Schedule 6.1 (a) following Buyer's notification is referred to herein as a "BUSINESS EMPLOYEE." (b) The employment of all Business Employees by Sellers shall terminate effective as of the Closing Date. Effective Time for purposes as of determining eligibility to participate the Closing Date, the Business Employees shall become exclusively employees of Buyer, and vesting (but not Buyer shall assume and be solely responsible for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which all claims against and Liabilities to such employees participate Business Employees arising following the Effective Closing Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage Except as required by any Assumed collective bargaining agreement that is assumed by Buyer, it is agreed that the Employee Plans are not being continued or assumed by Buyer, and under no circumstances shall Buyer have any benefit plan of Parent or any Subsidiary thereof or Liability with respect to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employeethe Employer Plans. Buyer agrees to provide all Business Employees with benefits as required by and in accordance with all applicable Laws. To the extent permitted under the applicable plan that any vacation leave, sick leave or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents other paid time off is accrued as of a Liability on the Closing to be waived Date Working Capital Statement, Buyer shall assume such Liability up to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of amount set forth on the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective TimeClosing Date Working Capital Statement. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions No provision of this Section 5.56.1 shall create any third-party beneficiary rights in any person or organization, nothing contained hereinincluding employees or former employees (including any beneficiary or dependent thereof) of Sellers, whether expressed or implied, (i) shall be treated as an amendment unions or other modification representatives of any Company Benefit Plan such employees or any Parent former employees, or Surviving Corporation plan trustees, administrators, participants or any other employee benefit plan, program, policy or arrangement or the establishment beneficiaries of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right and no provision of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, 6.1 shall create any third such third-party beneficiary or other rights (i) in any other Personsuch person or organization in respect of any benefits that may be provided, including any Assumed Employee directly or any current or former employee or director or any participant in indirectly, under any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program plan or arrangement, including currently existing Employee Plans.

Employees and Employee Benefit Matters. (a) Without limiting Effective as of the Closing, each employee of the Business who is actively employed in the Business on the Closing and not on layoff, leave of absence, workman's compensation leave xx xxx xxher leave other than normal vacation will cease to be an employee of Seller and will, unless such employee elects otherwise, become an employee of Buyer (each, a "Transferred Employee"). Seller will neither employ nor offer employment to any additional rights Transferred Employee during the eighteen (18) month period following the Closing without the prior written consent of Buyer. Any employee identified on Schedule 7.3(a), who is not a Transferred Employee at such time by reason of not being actively employed in the Business, will cease to be an employee of Seller effective as of the date he returns to the Business from layoff or leave, as the case may be, and such employee shall become a Transferred Employee effective as of such date, unless he elects otherwise. (b) Seller currently maintains the following pension plans covering employees of the Business: the Pension Plan for Salaried Employees of SKF USA Inc. (the "Salaried Plan") covering designated salaried and other employees of Seller, including salaried employees of the Business, and the Pension Plan for Hourly Employees of SKF USA Inc. ("Seller's Union Plan") covering hourly employees of the Business who are represented by the Union. (i) With respect to the Salaried Plan: (A) Within thirty (30) days after, and effective as of, the Closing, Seller shall execute such amendments to the Salaried Plan as are necessary to provide that: (i) any individual including a Transferred Employee, who is an employee of the Business immediately prior to the Closing and who is covered by the Salaried Plan (a "Salaried Plan Employee") shall cease to be covered by the Salaried Plan as of the Closing except as to benefits accrued prior to the Closing; and (ii) the accrued benefit under the Salaried Plan of any Salaried Plan Employee shall become fully vested as of the Closing. To the extent permitted by law, each Salaried Plan Employee shall be deemed to have terminated employment with the Seller as of the Closing for purposes of the Salaried Plan, and the vested accrued benefit of each such Employee shall thereafter be distributable in accordance with the terms of the Salaried Plan. (B) There shall be no transfer of assets or liabilities of the Salaried Plan to any retirement plan maintained by Buyer; neither Buyer nor any of its affiliates shall become a sponsor of or otherwise maintain, the Salaried Plan; and Buyer acknowledges that neither Buyer nor any of its affiliates shall have any right, title, or interest in any of the assets of the Salaried Plan. (ii) With respect to Seller's Union Plan: (A) Within thirty (30) days after, and effective as of, the Closing, Seller shall execute such amendments to Seller's Union Plan as are necessary to provide that any Transferred Employee who is covered by Seller's Union Plan (a "Union Plan Employee") and any other individual who is an employee of the Company Business immediately prior to the Closing and who is covered by Seller's Union Plan shall cease to be covered by Seller's Union Plan as of the Closing, except (to the extent required by Section 7.3(b)(ii)(E) or not inconsistent with Section 7.3(b)(ii)(C)) as to benefits accrued prior to the Closing. (B) As soon as practicable after (and no later than 30 days after), and effective as of, the Closing, Buyers shall establish a defined benefit pension plan and trust ("Buyer's Union Plan") for the benefit of the Union Plan Employees, which shall be intended to qualify and to be exempt from tax under sections 401(a) and 501(a) of the Code, and Buyer shall apply to the Internal Revenue Service for a determination letter with respect thereto. Buyer's Union Plan shall cover the Union Plan Employees as of the Closing or, in the case of any Union Plan Employee who becomes a Transferred Employee after the Closing by reason of the last sentence of Section 7.3(a), as of the date such employee becomes a Transferred Employee, and shall provide such participants with benefits substantially similar to those provided by Seller's Union Plan. Buyer's Union Plan shall provide the Union Plan Employees full credit for eligibility, vesting, and (except with respect to any of such employees who make the Company Subsidiaries at election described in Section 7.3(b)(ii)(E)) benefit accrual purposes with respect to all service with Seller to the Effective Time extent such service was credited under the terms of Seller's Union Plan. (C) As soon as practicable following Seller's receipt of written evidence of the adoption of Buyer's Union Plan and whose employment will continue following of a copy of a favorable determination letter issued by the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Internal Revenue Service with respect to Buyer's Union Plan, and except as otherwise agreed provided in writing between Parent Section 7.3(b)(ii)(E), Seller shall direct the trustees of Seller's Union Plan to transfer from the trust under Seller's Union Plan to the trust under Buyer's Union Plan an amount which shall be determined by a certified actuary designated by the Seller ("Seller's Actuary") and reasonably acceptable to an Assumed Employeeactuary designated by the Buyer ("Buyer's Actuary") equal to: (i) the present value of all accrued benefits, including ancillary benefits, under Seller's Union Plan as of the Closing with respect to the Union Plan Employees (other than those making the election described in Section 7.3(b)(ii)(E)); plus (ii) interest accrued from the Closing to the date of transfer on the amount described in clause (i), at a rate equal to 8.00 percent per annum, from the Closing to the date of transfer; less (iii) the amount of any benefit payments made to the Union Plan Employees (other than those making the election described in Section 7.3(b)(ii)(5)) from Seller's Union Plan after the Closing and prior to the date of the transfer to Buyer's Union Plan, adjusted (at the interest rate described in clause (ii) above) to reflect the time of such payments, and reasonable administrative costs and expenses incurred during such period. The calculation of the present value of the benefits described in clause (i) above shall be determined using assumptions described on Schedule 7.3(b). Notwithstanding any other provision in this Section 7.3(b)(ii)(C), the Surviving Corporation and each amount of its Subsidiaries shall employ Assumed Employees assets to be transferred pursuant to terms this Section 7.3(b)(ii)(C), shall satisfy the requirements of section 414(l) of the Code and conditions established at section 208 of the discretion Employee Retirement Income Security Act of Parent 1974. (D) At the time of transfer of the amount set forth in Section 7.3(b)(i)(C) and except as otherwise provided in Section 7.3(b)(ii)(E), Buyer and Buyer's Union Plan shall assume all liabilities for all accrued benefits, including all ancillary benefits, under Seller's Union Plan in respect of the Union Plan Employees, and Seller and Seller's Union Plan shall be relieved of all liabilities for such benefits, including any liability under any collective bargaining agreement to provide such benefits. Upon the transfer of assets in accordance with Section 7.3(b)(ii)(C), Buyer agrees to indemnify and hold harmless Seller, its Subsidiaries (officers, directors, employees, agents, and affiliates from and against any and all costs, damages, losses, expenses, or other liabilities arising out of or related to Buyer's obligations under this Section 7.3(b)(ii) or Buyer's Union Plan, including benefits accrued by the Surviving Corporation)Union Plan Employees prior to the Closing which are to be provided by Buyer's Union Plan; provided, however, thatthat Buyer shall not indemnify or hold harmless such parties with respect to any costs, subject damages, losses, expenses, or other liabilities that result, directly or indirectly, from violations of law by such parties which occurred prior to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiseClosing. (bE) Following Notwithstanding any other provision of this Section 7.3(b)(ii) to the Effective Timecontrary, and for there shall be no transfer under this Section 7.3(b)(ii) of any assets or liabilities with respect to the shorter vested accrued benefit of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee Union Plan Employees who are eligible for retirement benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees Closing Date under Seller's Union Plan and who so elect by notifying Seller in writing within 30 days after the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed EmployeeClosing. To the extent permitted under by Applicable Law, each such employee shall be deemed to have terminated employment with the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents Seller as of the Closing for purposes of Seller's Union Plan, and his vested accrued benefit shall thereafter be distributable in accordance with the terms of Seller's Union Plan. (F) Seller and Buyer shall provide each other with such records and information as may be necessary or appropriate to be waived to carry out their obligations under this Section 7.3(b)(ii) or for the extent that such conditions were satisfied under a comparable Company Benefit purposes of administering Buyer's Union Plan as (including, without limitation, schedules of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Union Plan Employees and their covered dependents in satisfying the deductible, co-payment service credits and out-of-pocket maximums accrued benefits under the Company Benefit Plans during Seller's Union Plan), and they shall cooperate in the portion filing of documents required in connection with the applicable plan year that includes transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the Effective Time contrary, no such transfer shall take place until the 31st day following the filing of any Form 5310-A required in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Timeconnection therewith. (c) Seller currently maintains the Pre-Tax Accumulation of Capital for Employees Plan ("Seller's 401(k) Plan") for its eligible employees, including eligible employees of the Business. With respect to the plan year in which the Effective Time occursSeller's 401(k) Plan: (i) Within thirty (30) days after, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance effective as of the Effective Time. Closing, Seller shall execute such amendments to Seller's 401(k) Plan as are necessary to provide that: (d1) The Company shallany individual including a Transferred Employee, at or who is an employee of the Business immediately prior to the Closing and who is covered by Seller's 401(k) Plan (a "401(k) Plan Employee") shall cease to be covered by Seller's 401(k) Plan as of the Closing except as to benefits accrued with respect to periods prior to the Closing; and (2) the accrued benefit under Seller's 401(k) Plan of any 401(k) Plan Employee shall, award to employees bonuses under its Transaction Bonus Planthe extent permitted by Applicable Law, be distributable to such bonuses to be paid not later than six (6) months employee after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason accordance with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.Code section 401(k)(10)

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee Except as provided in Section 6.9(b), immediately prior to the Closing Date, HPI shall cease, and shall cause each of the Company Acquired Companies to cease, to be a participating employer under, and terminate its sponsorship of, each Benefit Plan other than such plans sponsored by, contributed to or otherwise covering employees (or their dependents or beneficiaries) of Sioux City (the "Sioux City Benefit Plans"). Except as provided in Section 6.9(b), HEC shall pay, discharge, or assume and be solely responsible for, the sponsorship of all Benefit Plans and all Liabilities which arise or become payable under any Benefit Plan before, upon or with respect to Benefit Plans other than the Sioux City Benefit Plans, after Closing, except to the extent any such Liabilities are included in the Statement of Closing Working Capital. The Purchaser shall, or shall cause the Acquired Companies to pay, discharge and be solely responsible for all Liabilities which arise or become payable as a result of or in connection with the employment by the Purchaser or the Acquired Companies of any Employees for periods after Closing, including, without limitation, all severance or termination pay and all accrued vacation, salary, wages and other compensation payments or benefits under or pursuant to any employee benefit plan of the Company Subsidiaries at Purchaser, the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have Sioux City Benefit Plans or under any Company employee benefit plans established by the Acquired Companies after the Closing Date, as the case may be. The Purchaser shall not assume or be obligated to pay or perform any Liabilities under any Benefit PlanPlans other than the Sioux City Benefit Plans (including any stay bonus or severance policy, plan, arrangement or benefit), except as otherwise agreed in writing between Parent and an Assumed Employee, that the Surviving Corporation and each of its Subsidiaries Purchaser shall employ Assumed provide vacation pay to Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent extent such vacation pay is accrued and included in the amendment or termination Statement of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiseClosing Working Capital. (b) Following Notwithstanding the Effective Timeforegoing, the other provisions of this Section 6.9 other than subsections (h), (i), (j), and for (l) shall not apply with respect to a Benefit Plan to the shorter extent the Acquired Company is required to sponsor, maintain, or participate in such plan under the terms of a collective bargaining agreement covering employees of the one Acquired Company and each Acquired Company shall continue to sponsor, maintain, or be a participating employer under such a Benefit Plan to the extent necessary to accomplish the foregoing. To the extent any Benefit Plan is both attributable to a collective bargaining agreement covering employees of an Acquired Company and not attributable to such a collective bargaining agreement, HEC shall spin-off the portion of such Benefit Plan attributable to a collective bargaining agreement covering employees of an Acquired Company as directed by the Purchaser before, on, or after the Closing, and the Purchaser shall cause such Acquired Company to assume sponsorship and all liabilities in respect thereof. The provisions of Section 6.9 (1other than the first sentence of this Section 6.9(b)) year shall apply to the portion of any Benefit Plan that an Acquired Company is not required to sponsor, maintain, or participate in under the terms of any collective bargaining agreement. (c) For a period following commencing on the Effective Time Closing Date and ending on the earlier of (i) the first anniversary of the Closing Date or until (ii) the Employee's termination of employment with an Acquired Company or the Purchaser, the Purchaser shall provide or cause the Acquired Companies to provide to each Employee medical benefits subject to COBRA and disability benefits (collectively, "Purchaser's Benefit Programs"). With respect to any Employees covered by any of the applicable Assumed Purchaser's Benefit Programs, service through the Closing Date with the Acquired Companies or their Affiliates shall be taken into account for all purposes under the Purchaser's Benefit Programs as if such service had been with the Purchaser or its Affiliates. (d) The Purchaser shall cause the Acquired Companies to provide and recognize all accrued but unused vacation as of the Closing Date. (e) HEC and the HPI Stockholders shall be responsible for payment of all covered medical, dental, life insurance and long-term disability claims or expenses incurred by any Employee with Parentprior to the Closing Date, and the Surviving Corporation Purchaser shall not assume nor shall any Acquired Company or any of their respective Subsidiaries (other than HEC) be responsible for any liability with respect to such claims. For this purpose, a long-term disability claim shall be treated as incurred prior to the Closing Date if such long-term disability immediately follows a short-term disability that arose on or Affiliatesbefore the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, Parent dental and disability coverage) included in the Purchaser's Benefit Programs shall provide or be waived for any Employees who are covered by such plans. The Purchaser shall cause the Surviving Corporation Purchaser's Benefit Programs to provide, to all individuals who are actively employed credit such Employees with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect amounts shown on records provided by HEC for this purpose as of the date hereof for such employees paid under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes Closing Date toward satisfaction of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual applicable deductibles or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company corresponding Purchaser Benefit Plans during Programs. and HEC shall provide accurate records for this purpose. The Purchaser shall provide to HEC documents necessary to enroll Employees in such Purchaser's Benefit Programs, and HEC shall cooperate in distributing such documents to the portion of Employees with the applicable plan year intent that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate such enrollments be effective immediately after the Effective Time for the portion of the applicable plan year that includes the Effective TimeClosing. (cf) The Purchaser shall cause the Acquired Companies to be responsible for providing any Employee (and such employees' "qualified beneficiaries" within the meaning of Section 4980B(f) of the Code) who has a "qualifying event," within the meaning of Section 4980B(f) of the Code, after the Closing Date with the continuation of group health coverage required by COBRA to the extent required by law. (g) With respect to the plan year in which Employees, after the Effective Time occursClosing, Parent the Purchaser and the Surviving Corporation will give each Assumed Employee creditAcquired Companies shall have the liability and obligation for, for purposes and neither HEC, the HPI Stockholders nor any of their respective Affiliates shall have any liability or obligation for: (1) short-term disability and sick pay or salary continuation benefit claims incurred after the Closing; and (2) any medical, dental, life insurance, long-term disability or other welfare benefit claims incurred after the Closing, but only under the terms of the vacation policy applicable Purchaser's Benefit Programs or the Sioux City Benefit Plans and only to the extent the Employees are covered under such employee and/or programs or plans. For this purpose, claims other paid leave benefit programsthan medical or dental claims shall be treated as incurred after the Closing only if such claims are attributable to an event, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of e.g., disability, which arises after the Effective TimeClosing. (dh) The Company shallPurchaser and the Acquired Companies shall be responsible for all liabilities or obligations under the Worker Adjustment and Restraining Notification Act and similar state and local rules, at statutes and ordinances resulting from the actions of the Purchaser or the Acquired Companies after the Closing. (i) HEC shall be liable for any workers' compensation or similar workers' protection claims of any Employee incurred on or prior to the ClosingClosing Date to the extent not covered by insurance of the Acquired Companies. The Purchaser and the Acquired Companies shall be liable for any workers' compensation or similar workers' protection claims of any Employee incurred after the Closing Date. For this purpose, award to employees bonuses under its Transaction Bonus Plan, such bonuses to claims shall be paid not later than six (6) months treated as incurred after the Closing Date (subject only if such claims are attributable to an event which occurred after the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable LawClosing Date. (ej) As of the Effective TimeSubject to applicable law, Parent and the Surviving Corporation HEC shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory provide to the applicable employee Purchaser, upon its request, demographic information regarding each Employee, including rate of pay, age, date of birth, date of employment and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxxaccrued vacation. (fk) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or Notwithstanding any other employee of provision in this Agreement, the Surviving Corporation or Purchaser acknowledges and agrees that neither it nor any of its SubsidiariesAcquired Company shall have any interest in, or to restrict the right of the Surviving Corporationto, Parent or any of their respective Subsidiaries to terminate or cause to be terminated asset associated with any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or after the establishment of any employee benefit plan, program, policy or arrangement or Closing. (iil) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained The covenants and agreements set forth in this Section 5.5 are included 6.9 shall be solely for the sole benefit of Parentof, Merger Suband shall only be enforceable by, the Company, the Surviving Corporation parties to this Agreement and their respective successor and permitted assigns. Without limiting the generality of the foregoing, nothing in this Agreement shall provide or be construed to provide any Employees with any rights under this Agreement, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other no Person, including other than the parties to this Agreement, is or shall be entitled to bring any Assumed Employee or action to enforce any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) provision of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementthis Agreement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee Schedule 3.10(a) sets forth a list as of the Company date hereof of all employees employed by the DMS Entities and each other employee whose duties relate primarily to the Business by name, position or job title, rate of pay and date of hire, but excluding any such employees who, as of the date hereof, are receiving long-term disability benefits under any of Sellers’ Benefit Plans or who have applied for such benefits due to a disability under such plans but are awaiting a determination as to their eligibility therefor (such list as may be modified as provided below, “Business Employees”). Business Employees shall not include any former employees of Sellers or their Affiliates. The information set forth on Schedule 3.10(a) shall be updated as of the Company Subsidiaries at Closing Date to include Business Employees hired, in the Effective Time ordinary course of business, after the date hereof and whose employment will continue following to delete Business Employees who are no longer employed in the Effective Time (eachBusiness as of the Closing Date, an “Assumed Employee”) may have under and to reflect any Company Benefit Plan, except changes with respect to long-term disability status as otherwise agreed in writing described above between Parent the date hereof and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiseClosing Date. (b) Following As of the Effective Timedate hereof, neither the DMS Entities nor Sellers are a party to any current labor or collective bargaining agreement with respect to the Business Employees. Except as set forth on Schedule 3.10(b), as of the date hereof, (i) to the knowledge of Sellers, there are no union organizing efforts with respect to the Business Employees; (ii) there are no strikes, work stoppages or slowdowns pending or, to the knowledge of Sellers, threatened against the DMS Entities; (iii) the DMS Entities are not a party to any contract of employment with a Business Employee that cannot be terminated at no expense to the DMS Entities (other than expenses incurred pursuant to Sellers’ Benefit Plans); (iv) there are no Actions against the DMS Entities pending or, to the knowledge of Sellers, threatened to be brought or filed against the DMS Entities with any Governmental Entity in connection with the employment by the DMS Entities of the Business Employees; and (v) the DMS Entities are currently in compliance in all material respects with all Laws relating to employment and employment practices. (c) Schedule 3.10(c) sets forth a list identifying each “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, each “employee pension benefit plan,” as defined in Section 3(2) of ERISA, and each other plan providing for the shorter of the one insurance coverage (1) year period following the Effective Time including any self-insured arrangements), disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit sharing, bonuses, stock options, stock appreciation rights, stock purchase or until the termination of employment of the applicable Assumed Employee with Parentpost-retirement benefits which is maintained, administered, or contributed to by Sellers, the Surviving Corporation DMS Entities or any of their respective Subsidiaries ERISA Affiliates and which covers any employee or Affiliates, Parent shall provide former employee of the DMS Entities or shall cause under which the Surviving Corporation to provide, to all individuals who are actively employed with the Company DMS Entities or any of their ERISA Affiliates has any liability on behalf of any employee or former employee of the Company Subsidiaries at DMS Entities. Such plans are referred to in this Agreement as the Effective Time compensation “Sellers’ Benefit Plans.” Sellers have made available to Buyers accurate and employee benefits that are in the aggregate no less favorable than those in effect complete copies as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees each Sellers’ Benefit Plan, including, where applicable, the plan document, trust agreements (or other funding arrangements) and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and amendments, (ii) waiting periods under the most recent annual report (Form 5500 including all schedules thereto) prepared in connection with any Sellers’ Benefit Plan required to file such report, (iii) the most recent actuarial valuation report prepared in connection with any Sellers’ Benefit Plan required to maintain such report, and (iv) the latest IRS determination letter obtained with respect to each plan that would otherwise be applicable to newly hired employees Sellers’ Benefit Plan intended to be waived to the same extent waived qualified under Section 401(a) or satisfied under the Company Benefit Plans as 501(a) of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective TimeCode. (d) The Company shallExcept as set forth on Schedule 3.10(d), at no Sellers’ Benefit Plan (i) constitutes a “multiemployer plan,” as defined in Section 3(37) of ERISA (for purposes of this Section, a “Multiemployer Plan”), (ii) is maintained in connection with a trust described in Section 501(c)(9) of the Code or prior welfare benefit fund described in Section 419 of the Code, or (iii) is subject to Title IV of ERISA or to the Closingminimum funding standards of ERISA or the Code. Neither Sellers, award to employees bonuses the DMS Entities nor any of their ERISA Affiliates has incurred any material liability under its Transaction Bonus PlanTitle IV of ERISA arising in connection with the termination of, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions or complete or partial withdrawal from, any plan covered or previously covered by Title IV of the Transaction Bonus Plan) less ERISA, except for any withholding required by applicable Lawliabilities which have been satisfied or waived. (e) As There are no accumulated funding deficiencies as defined in Section 412 of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree Code (whether or not waived) with respect to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxxany Sellers’ Benefit Plan. (f) Nothing herein shall be deemed Each Sellers’ Benefit Plan that is intended to be a guarantee of employment for any Assumed Employee or any other employee qualified under Section 401 of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, Code either (i) shall be treated as an amendment or other modification of any Company has received a favorable determination letter from the Internal Revenue Service to the effect that such Sellers’ Benefit Plan or is qualified and any Parent or Surviving Corporation plan or any other employee benefit plantrust thereunder is exempt from Federal income taxes under Section 501 of the Code, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit is still within the right “remedial amendment period,” as defined in Section 401(b) of Parent the Code and the regulations thereunder. No such determination letter has been revoked nor, to the knowledge of Sellers, has revocation been threatened by the Internal Revenue Service, nor has any such Sellers’ Benefit Plan been amended since the date of its most recent determination letter or the Surviving Corporation or application therefor in any of their respective Subsidiaries to amendrespect that would materially and adversely affect its qualification. (g) Except as set forth on Schedule 3.10(g), terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company each Sellers’ Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained Plan has been maintained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights all material respects in accordance with (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or its terms and (ii) the requirements prescribed by all Laws, including ERISA and the Code. There is no Lien upon any Business Asset outstanding pursuant to continued employment with Parent, Section 412(n) of the Company, the Surviving Corporation, or any Code in favor of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement. No Business Asset has been provided as security for any employee benefit plan, program or arrangement pursuant to Section 401(a)(29) of the Code. (h) Neither the DMS Entities nor any of their Representatives has, with respect to any Sellers’ Benefit Plan, engaged in or been a party to any “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code. (i) Except as set forth on Schedule 3.10(i), neither Sellers, the DMS Entities nor any of their ERISA Affiliates provides on behalf of any Business Employees, and neither Sellers, the DMS Entities nor any of their ERISA Affiliates has any liability on behalf of any Business Employee for, post-retirement medical, health or life coverage or contributes to any employee welfare benefit plan that provides for medical, health or life benefit coverage following termination of employment except as is required by Section 4980B of the Code. (j) There are no pending material claims, suits or other proceedings, or, to the knowledge of Sellers, any threatened claims, suits or other proceedings, by any Business Employees, or plan participants or the beneficiaries, spouses or Representatives of any of them, against any Sellers’ Benefit Plan, the assets held thereunder, the trustee of any such assets, or the DMS Entities relating to the Sellers’ Benefit Plans, other than ordinary and usual claims for benefits by participants or beneficiaries.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who The Seller shall, with respect to each Employee who, as of immediately prior to the Closing Date, is an employee of the Seller or an Affiliate of a Seller, but not employed by the Company or a Wholly Owned Subsidiary, and who is actively at work or is on a previously scheduled and approved (by a Seller or an Affiliate of a Seller) paid time-off or other paid or unpaid leave of absence (other than a leave pursuant to which an individual is eligible to receive disability benefits excluding workers’ compensation benefits), take all such actions necessary to transfer the employment of such Employee to the Company or a Wholly Owned Subsidiary. Each such Employee who is an Employee of the Company or a Wholly Owned Subsidiary both immediately prior to and immediately following the Closing Date shall be referred to a “Continuing Employee” for purposes hereunder. Notwithstanding the foregoing, this Section 6.9 does not constitute a contract of employment for any Continuing Employee. (b) If any Employee who is an inactive Employee who is on a leave receiving disability benefits other than workers’ compensation benefits and, therefore, such Employee is not transferred to the Company or a Wholly Owned Subsidiary pursuant to Section 6.9(a) will be offered employment by the Purchaser or its Affiliate if such Employee is capable of returning to work to perform the same duties as such individual performed prior to the beginning of such leave and actually returns to work within ninety (90) days after the Closing Date. (c) Seller shall reasonably cooperate with Purchaser to assist Purchaser in creating group medical and other welfare plans that mirror the existing plans provided by Seller or its Affiliates to the Employees (the “Mirror H&W Plans”). The Mirror H&W Plans shall be adopted by the Company or a Wholly Owned Subsidiary for the benefit of the Continuing Employees effective contemporaneously with the Closing Date and all liabilities and obligations thereunder shall be assumed by Purchaser in connection with the consummation of the transactions contemplated hereunder. The Mirror H&W Plans shall offer coverage to each Continuing Employee (and their eligible dependents) that provides for immediate eligibility and credits claims incurred prior to the Closing Date toward the deductible, maximum out-of-pocket and lifetime maximum benefit. (d) Effective as of the Closing Date, Purchaser or its Affiliate shall provide the Continuing Employees with the ability to participate in the Purchaser’s defined contribution 401(k) plan (the “Purchaser 401(k) Plan”) and shall provide credit to each Continuing Employee for all service with Seller and its Affiliates for purposes of eligibility and vesting thereunder, to the extent that such service was recognized under the terms of the NGL Energy 401(k) Plan (the “Seller 401(k) Plan”). Seller shall, or shall cause an Affiliate of Seller to, take all actions necessary (i) to 100% vest each Continuing Employee’s account balances under the Seller 401(k) Plan and (ii) to permit each Continuing Employee to elect to rollover such account balances (including notes associated with participant loans) to the Purchaser 401(k) Plan, without placing such participant loans into default to the extent allowable under the Purchaser 401(k) Plan. (e) Effective as of the Closing Date, Purchaser or its Affiliate shall adopt health care and dependent care flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “Purchaser Cafeteria Plan”) in which Continuing Employees who meet the eligibility criteria thereof may be immediately eligible to participate. As soon as practicable following the Closing Date, Seller shall, or shall cause an Affiliate of Seller to, transfer to Purchaser or its Affiliate an amount in cash equal to the excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Seller’s cafeteria plan in which such Continuing Employees participate (the “Seller Cafeteria Plan”) made during the plan year in which the Closing Date occurs by the Continuing Employees over the aggregate reimbursement payouts made for such plan year from such accounts to such Continuing Employees. Purchaser or its Affiliate shall cause the balance (whether positive or negative) of each Continuing Employee’s accounts under Seller Cafeteria Plan as of the Closing Date to be credited to the Continuing Employee’s corresponding accounts under the Purchaser Cafeteria Plan in which such employee participates following the Closing Date. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims for reimbursement by the Continuing Employees with respect to the plan year that includes the Closing Date, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to the Continuing Employees for reimbursement under the Seller Cafeteria Plan with respect to the plan year that includes the Closing Date that have not been paid in full as of the Closing Date. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor, through the end of the calendar year in which the Closing Date occurs, the elections made by each Continuing Employee under the Seller Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date. (f) To the extent reflected in the Final Statement, effective as of the Closing, Purchaser shall credit each Continuing Employee with accrued but unused paid time off for all such vacation, personal and sickness days that are credited to such Continuing Employee and unpaid as of the Closing Date. (g) Following the Closing, Purchaser shall cause the Continuing Employees to participate in short-term annual incentive compensation plans of Purchaser and its Affiliates for the remainder of the year in which the Closing occurs, which plans shall provide short-term annual incentive compensation opportunities that are no less favorable than those provided to such Continuing Employees immediately prior to the Closing. As of the Closing, Purchaser shall assume or cause to be assumed any and all liabilities relating to annual bonuses with respect to the fiscal year in which the Closing takes place (the “Current Performance Period”) for each Continuing Employee who is or would be eligible to receive any annual bonus under any Company Plan pursuant to the terms thereof; provided that the portion of such assumed liabilities that relates to the portion of the Current Performance Period through and including the Closing Date (determined pro-rata based on the number of days elapsed in the Current Performance Period as of the Closing Date relative to 365 days) shall constitute a Transaction Expense. (h) Effective from and after the Closing, Seller and its Affiliates shall remain responsible for, and shall indemnify and hold Purchaser and its Affiliates harmless from and against, any and all Liabilities of Seller or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have its Affiliates under any Company Benefit Plan (including without limitation any and all Liabilities in relation to the Employees for vacation pay, sick pay, holiday pay, salary or bonuses accrued or earned prior to the Closing Date, to the extent not reflected in the Final Statement). Effective as of the Closing Date, each Continuing Employee shall cease to actively participate in any Company Plan, except other than as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each a former participant or employee of Seller or any of its Subsidiaries Affiliates, in each case to the extent, if any, permitted by the terms of such Company Plan. (i) Purchaser shall employ Assumed Employees provide any required continuation coverage pursuant to Section 4980B of the Code or any similar state Law for any Employees or former Employees or their qualified beneficiaries after the Closing Date and shall be responsible for providing any associated notices to such Persons. (j) Effective as of the Closing Date, with respect to Employees that are governed by a collective bargaining agreement, Purchaser, or its designated employer, shall recognize each incumbent union that represents any Continuing Employees, and Purchaser, or its designated employer, shall continue to honor the terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan such collective bargaining agreements in accordance with the terms thereof following the Closing Date. (k) The Selling Group and Purchaser shall reasonably cooperate in good faith in achieving the intended purpose of this Section 6.9, and in furtherance of the foregoing, the Selling Group or its Affiliates shall provide Purchaser or its Affiliates all reasonable data and information necessary to meet their obligations under this Section 6.9. (l) Nothing contained in this Section 6.9 shall (i) constitute or be deemed to be an amendment to any Company Benefit PlanPlan or any other compensation or benefit plan, program or arrangement of the Company, Purchaser, or any of Purchaser’s terms or Affiliates, (ii) subject to compliance with the other provisions of this Section 6.9, interfere with the Surviving Corporation’s right or obligation of Purchaser or any of Purchaser’s Affiliates to make such changes as are necessary to conform to or comply with applicable Law or otherwise(iii) obligate either Purchaser or its Affiliates to continue to employ any Continuing Employee or other service provider for any specific period of time following the Closing Date. (bm) Following From the Effective TimeDate until Closing, the Selling Group shall reasonably assist and cooperate with Purchaser to identify the Employees that are key employees (the “Designated Employees”), including by permitting Purchaser and its Affiliates to review employee files, compensation data, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not job descriptions for any other purpose including benefit accrual or determination of levels of benefits purposes) for such Employee. In the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation event Purchaser identifies additional Employees as Designated Employees in which its discretion during such employees participate following period, Purchaser shall notify Seller thereof in writing. After the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none Selling Group shall promptly provide Purchaser with copies of the provisions contained herein shall operate employment files of all Designated Employees to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or not already provided to Purchaser, and shall promptly provide any applicable Subsidiary thereof in which Assumed additional information about such Employees participate following upon Purchaser’s reasonable request. From and after the Effective TimeDate, Parent Selling Group shall permit Purchaser to contact and interview Designated Employees at Seller’s premises during normal business hours, and Seller shall cooperate fully with Purchaser in all such respects. (n) Unless otherwise directed in writing by Purchaser no later than three Business Days prior to the Surviving Corporation Closing Date, the Seller shall use commercially reasonable efforts to cause Atlantic Propane to terminate, effective as of no later than the day immediately preceding the Closing Date, the Atlantic Propane, LLC 401(k) Plan (the “Atlantic 401(k) Plan”). The Seller shall use commercially reasonable efforts to deliver to Purchaser, not later than three Business Days prior to Closing, evidence that the Atlantic 401(k) Plan will cause all be so terminated pursuant to resolutions of the Board of Directors of Atlantic Propane, and other applicable documentation (i) pre-existing conditions for all Assumed Employees the form and their covered dependents substance of which shall be subject to review and approval of Purchaser), effective as of the day immediately preceding the Closing Date. In the event that distribution or rollover of assets from the trust or custodial account of a 401(k) plan that is so terminated is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be waived to imposed upon the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms account of any Company Benefit Plan. Notwithstanding the foregoing provisions participant or beneficiary of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation such terminated plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, upon the Company or plan sponsor, then the Surviving Corporation or any Seller shall use commercially reasonable efforts to reasonably estimate the amount of their respective Subsidiaries or (ii) such charges and/or fees and provide such estimate in writing to continued employment with Parent, Purchaser as soon as possible following the Company, the Surviving Corporation, or any date of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementthis Agreement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee In connection with the transactions contemplated hereby, all of the Company or employment agreements between any of the Company Subsidiaries Schaublin Entities and the Employees who were actively at work in connection with the Effective Time and whose employment will continue following Business immediately prior to the Effective Time (eachClosing Date were assigned to Buyer. All employees so hired by Buyer pursuant to the transactions contemplated hereby are referred to as "Transferred Employees". Except for any other arrangements with any Employees who were formerly employed by any of the Schaublin Entities as disclosed on SCHEDULE 6.5(a), an “Assumed Employee”) may have under there are no other agreements with any Company Benefit Plan, Employee except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporationdisclosed on SCHEDULE 3.18(a); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following Buyer agrees to assume responsibility to the Effective Time, and Transferred Employees for the shorter payment of the one any accrued wages, salaries, commissions, vacation pay, sick pay, severance obligations and any other employee benefit or entitlement of any kind or nature whatsoever accrued or accruing to such employees pursuant to any employee benefit plan, fund, program, contract (1) year period following the Effective Time oral or until the termination written), policy or arrangement arising by reason of employment of the applicable Assumed Employee with Parent, the Surviving Corporation any Applicable Law or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or agreement that any of the Company Subsidiaries at the Effective Time compensation Schaublin Entities may have with any such Transferred Employees, but only if, and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under extent, accrued on the Company Benefit Plans prior Interim Financials. Sellers shall be responsible to the Effective Time for purposes of determining eligibility satisfy and/or to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited reimburse Buyer on behalf account of, any Assumed Employee. To claims made by any Transferred Employees against Buyer for severance pay, unfair or unlawful termination, continued entitlement to benefits beyond termination and the extent permitted under like in the applicable plan or contract event of, and regardless of Parent or the circumstances of, termination by Buyer of the employment of any applicable Subsidiary thereof in which Assumed Transferred Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived Date to the extent that any such conditions were satisfied under a comparable Company Benefit Plan as of claims relate to, or otherwise arise on account of, or are calculated in whole or in part by reference to, the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived period prior to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective TimeClosing Date. (c) With respect Buyer and Sellers shall use their best efforts to cooperate in good faith to take all actions required or necessary under Applicable Laws to allocate and attribute properly and promptly the plan year monies in which the Effective Time occurs, Parent "Fondation pour la prevoyance en faveur du personnel de la Fabrique de machines Xxxxxxxxx XX" and the Surviving Corporation will give each Assumed Employee credit, for purposes "Caisse de retraite et de prevoyance de Xxxxxxxxx XX" to and on account of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent Transferred Employees and the Surviving Corporation shall expressly assume and agree to perform, transactions contemplated by agreements in form and substance reasonably satisfactory to the applicable employee this Agreement and the Surviving Corporation, the applicable obligations of the Company under Related Agreements so that (i) the Employment Agreement, dated as of November 11, 2008, between the Company all such monies will be available to Buyer for Buyer's use in compliance with Applicable Laws and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for Transferred Employees do not suffer any Assumed Employee or any other employee disadvantage on account of the Surviving Corporation transactions contemplated by this Agreement or any of its Subsidiaries, the Related Agreements with respect to either the Fondation pour la prevoyance en faveur du personnel de la Fabrique de machines Xxxxxxxxx XX" or to restrict the right "Caisse de retraite et de prevoyance de Xxxxxxxxx XX". Without limiting the generality of the Surviving Corporationforegoing, Parent or Sellers shall keep Buyer informed of all actions taken, including all oral and written communications with any of their respective Subsidiaries third party, to terminate or cause to be terminated any employee at any time for any or no reason comply with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.56.5(c), nothing contained herein, whether expressed and Sellers shall confer with Buyer prior to any application or implied, (i) shall be treated as an amendment or other modification of submission to any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained Governmental Authority made in connection with this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement6.5(c).

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all Purchaser (i) pre-existing conditions for all Assumed Employees and their covered dependents shall offer employment as of the Closing Date to be waived each employee set forth in Schedule 7.14 of the Disclosure Schedule who remains employed by Benedek immediately prior to the extent that such conditions were satisfied under a comparable Company Benefit Plan as Closing, and each additional employee who is hired to work at the Station following the date hereof and prior to the Closing who remains employed by Benedek immediately prior to the Closing, except for the General Manager of the Effective Time Station and (ii) may offer employment as of the Closing Date to the General Manager of the Station (all persons referred to in (i) above and, if offered employment by the Purchaser, the General Manger referred to in (ii) above, collectively, the "Transferred Employees") at a salary at least as favorable as that provided by Benedek immediately before the execution hereof and with such other benefits as Purchaser makes available to Purchaser's employees of comparable status. Purchaser shall provide each Transferred Employee credit for years of service prior to the Closing with Benedek or any prior owner of the Station for (A) the purpose of eligibility and vesting under Purchaser's health, vacation and other employee benefit plans and (B) any and all pre-existing condition limitations and eligibility waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as group health plans of the Effective Time. In additionPurchaser, Parent and the Surviving Corporation will honor or shall cause to be honored credited to any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments deductible or out-of-pocket maximums expenses under any health plans of Parent Purchaser any deductibles or the Surviving Corporation in which they are eligible to participate after the Effective Time for out-of-pocket expenses incurred by Transferred Employees and their beneficiaries and dependents during the portion of the applicable plan calendar year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to their participation in the health plans of Purchaser. Following the Closing, award Purchaser shall indemnify and hold harmless Benedek with respect to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after any and all liability for the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee termination of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms by Purchaser of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementTransferred Employee.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee Effective as of the Company or Closing Date, Buyer may, but shall not be obligated to, offer employment to some of Seller's employees who are actively at work immediately prior to the Closing Date, subject to Buyer's right to terminate the employment of any such employees at any time and for any reason in its sole discretion. It is specifically understood that (i) Buyer shall have no obligation to hire any of the Company Subsidiaries at the Effective Time Seller's employees and whose employment will continue (ii) no rights or entitlements shall vest in favor of any third party (including any of Seller's employees) by virtue of this Agreement. Any employees so hired are hereinafter referred to as "Transferred Employees". Buyer shall identify all such Transferred Employees to Seller within ten (10) days following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiseClosing. (b) Following Buyer agrees to assume responsibility to the Effective Time, and Transferred Employees for the shorter payment of the one any accrued wages, salaries, commissions, vacation pay, sick pay, severance obligations and any other employee benefit or entitlement of any kind or nature whatsoever accrued or accruing to such employees pursuant to any employee benefit plan, fund, program, contract (1) year period following the Effective Time oral or until the termination written), policy or arrangement arising by reason of employment of the applicable Assumed Employee with Parent, the Surviving Corporation any Applicable Law or any of their respective Subsidiaries or Affiliatesagreement that Seller may have with any such Transferred Employees, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under arising in respect of or relating to the Company Benefit Plans period prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equitybut only if, equity-relatedand to the extent, incentive compensation(i) accrued on the Adjusted February 28 Balance Sheet, bonus or sabbatical plans, programs, agreements (ii) disclosed in one or arrangements. Notwithstanding the foregoing, none more of the provisions Schedules hereto. Nothing contained herein shall operate create any rights in favor of any Transferee Employee beyond rights to require coverage by which they were otherwise entitled pursuant to any Assumed Employee under any benefit plan of Parent such Applicable Law or any Subsidiary thereof or agreement. Seller shall be responsible to duplicate any benefit provided tosatisfy, or service credited and/or to reimburse Buyer on behalf account of, any Assumed Employee. To claims made by any Transferred Employees against Buyer for severance pay, unfair or unlawful termination, continued entitlement to benefits beyond termination and the extent permitted under like in the applicable plan or contract event of, and regardless of Parent or the circumstances of, Buyer's termination of the employment of any applicable Subsidiary thereof in which Assumed Transferred Employees participate following the Effective TimeClosing, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that any such conditions were satisfied under a comparable Company Benefit Plan as of claims relate to, or otherwise arise on account of, or are calculated in whole or in part by reference to, the period prior to the Effective Time Date. Seller shall retain the right to challenge any such claims made by Transferred Employees, and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees Buyer shall continue to be waived to liable for claims arising from the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate period after the Effective Time for the portion of the applicable plan year that includes the Effective TimeDate. (c) With respect Seller shall terminate all of its employees (other than those identified on Schedule 6.5.(c)) and, subject to the plan year in which the Effective Time occurssubsection (b) above, Parent and the Surviving Corporation will give each Assumed Employee credit, shall be responsible for purposes all of the vacation policy applicable to such employee and/or other paid leave benefit programsconsequences thereof. Seller shall be responsible for compliance with, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the ClosingClosing shall complete, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after all Applicable Laws respecting the Closing Date (subject to the terms and conditions effect of the Transaction Bonus Plan) less transactions contemplated by this Agreement and by any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee agreement or any other employee of the Surviving Corporation or document contemplated hereby on any of its Subsidiariesemployees including, or to restrict without limitation, the right Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et seq. ("WARN"). Seller agrees that it will not take any action which causes the notice provisions of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause WARN to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under applicable to the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of transactions contemplated by this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementAgreement.

Employees and Employee Benefit Matters. Purchaser shall offer employment as of the Closing Date to each employee set forth in Schedule 7.16 of the Disclosure Schedule who remains employed by Benedek immediately prior to the Closing, and each additional employee who is hired to work at any of the Stations following the date hereof and prior to the Closing who remains employed by Benedek immediately prior to the Closing. As of the Closing Date, Purchaser shall employ each employee whose employment is not covered by a collective bargaining agreement and who accepts Purchaser's offer of employment ("Transferred Non-Union Employees") at a salary and on other terms and conditions that are substantially equivalent as those provided by Benedek immediately before the Closing. As of the Closing Date, Purchaser shall employ each employee whose employment is covered by a collective bargaining agreement and who accepts Purchaser's offer of employment ("Transferred Union Employees" and collectively with the Transferred Non-Union Employees, the "Transferred Employees") at a salary and on terms and conditions that are in accordance with the terms of such collective bargaining agreement and on such other terms and conditions that are substantially equivalent as those provided by Benedek immediately before the Closing. Nothing herein shall confer or be construed to confer on any such employee any right to continue in the employment of Purchaser or interfere in any way with the right of Purchaser to terminate the employment of such Transferred Employee at any time, with or without cause; subject, however to the provisions of any employment agreement or collective bargaining agreement entered into or assumed by Purchaser. Purchaser shall provide each Transferred Employee credit for years of service prior to the Closing with Benedek or any prior owner of the applicable Station for (a) Without limiting the purpose of eligibility and vesting under Purchaser's health, vacation and other employee benefit plans, and (b) any additional rights eligibility waiting periods under group health plans of Purchaser. Purchaser and Benedek covenant and agree that neither severance pay nor severance benefits of any kind shall be payable to any Transferred Employee by Purchaser or Benedek as a result of the transactions contemplated by this Agreement. Purchaser and Benedek further covenant and agree that Purchaser shall be solely responsible for any severance payments or liabilities arising from Purchaser's termination of any of the Transferred Employees after the Closing Date, in accordance with the terms of Purchaser's severance policies, plans, programs, arrangements or practices. Purchaser agrees to indemnify Benedek for all losses incurred by Benedek resulting from any claim for severance pay or severance benefits made by or on behalf of a Transferred Employee. Purchaser and Benedek covenant and agree that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided tocovered, or service credited on behalf ofwho is eligible to elect to continue his or her coverage, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived Date, under any Employee Plan that constitutes a "group health plan," pursuant to the extent provisions of Part 6 of Title I, Substitute B of ERISA or Section 4980B of the Code, shall be eligible to continue such coverage under an employee benefit plan of Purchaser that such conditions were satisfied under constitutes a comparable Company Benefit Plan "group health plan," within the meaning of Section 5000(b)(1) of the Code, as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived Closing Date, pursuant to the same extent waived or satisfied under the Company Benefit Plans as provisions of Part 6 of Title I, Subtitle B of ERISA of Section 4980B of the Effective Time. In addition, Parent Code and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion that meets all of the applicable requirements for provision of COBRA continuation coverage. Purchaser agrees to indemnify Benedek for all losses incurred by Benedek or Benedek's group health plan year that includes the Effective Time in satisfying resulting from any deductibles, co-payments claim for COBRA continuation coverage made by or out-of-pocket maximums under any plans on behalf of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Transferred Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment spouse or other modification dependent of such an employee. Benedek shall pay to Purchaser any Company Benefit Plan amounts received by Benedek or its Affiliates from any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included Transferred Employee for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary COBRA continuation coverage promptly upon receipt thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.

Employees and Employee Benefit Matters. (a) Without limiting Seller shall cause each Business Employee other than those Business Employees listed on Schedule 6.11, to be transferred to WTAJ Newco on or prior to the Closing Date. Effective as of the Closing, Purchaser shall offer employment to each such Business Employee transferred to WTAJ Newco at the same salary or hourly rate as in effect immediately prior to the Closing and on such other terms and conditions as are substantially similar in the aggregate to the terms and conditions of employment of similarly situated employees of Nexstar Broadcasting Group, Inc. (“NXST”) and its Subsidiaries. All such Business Employees who accept such offer are referred to as the “Assumed Employees.” Nothing shall prohibit Purchaser after the Closing from terminating the employment of any additional rights Assumed Employee for any lawful reason or without reason. Effective as of the Closing, Purchaser shall grant to each Assumed Employee past service credit for such employee’s service with Seller or its affiliates and with any predecessor employer, to the extent that service with Seller or its affiliates or the predecessor is (to the extent consistent with TSG’s practices prior to the date hereof) credited under any individual analogous Benefit Plan as of the Closing; Purchaser shall grant such past service credit for all purposes, other than for purposes of benefit accrual under any defined benefit retirement plan, under every “employee benefit plan” as defined in Section 3(3) of ERISA and every other compensation arrangement sponsored by, maintained by or contributed to by Purchaser or NXST and its Subsidiaries for similarly situated employees as of the Closing Date, provided that such service crediting does not result in any duplication of benefits. (b) Effective immediately prior to the Closing, except with respect to the sick, personal and vacation leave liabilities assumed by Purchaser pursuant to Section 6.11(c), Seller shall take all actions as may be necessary to assume sponsorship of, and shall assume and retain all Liabilities arising under or in connection with, all Benefit Plans. Purchaser shall offer and provide “Continuation Coverage” to any “Qualified Beneficiary” who is covered by a “Group Health Plan” sponsored or contributed to by TSG or any entity required to be combined with TSG (within the meaning of Sections 414(b) or (c) of the Internal Revenue Code) and who has experienced a “Qualifying Event” or is receiving “Continuation Coverage” on or prior to the Closing Date and who is or was an employee of the Company Business or any who is or was the spouse or dependent of such employee immediately prior to the “Qualifying Event” most recently giving rise to the obligation to provide Continuation Coverage. “Continuation Coverage, “ “Qualified Beneficiary, “ “Qualifying Event” and “Group Health Plan” all shall have the meanings given such terms under Section 4980B of the Company Subsidiaries at Internal Revenue Code and Section 601 et seq. of ERISA. (c) Purchaser shall assume and be responsible for any liabilities with respect to accrued sick and personal leave and earned vacation time (which accrued sick and personal leave and vacation time shall be subject to proration and adjustment in Purchaser’s favor to the Effective Time extent provided for in Section 2.4(a) above) by any Assumed Employees as of the Closing Date. (d) Seller shall be responsible for and whose employment will continue following shall pay all amounts owed to any Business Employees for services performed prior to the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit PlanClosing, except as otherwise agreed in writing between Parent respect of Assumed Employees for accrued sick leave, accrued personal leave and accrued vacation pay to the extent provided in Section 6.11(c). Notwithstanding the foregoing, however, after the Closing, Purchaser shall be solely responsible for wages, benefits and any employment related claims brought by any Business Employee against Purchaser or TSG by reason of Purchaser’s acts or omissions in connection with such employment or the termination thereof, to the extent any such Liability is attributable to the period commencing after the Closing Date. Seller shall be responsible for and shall pay all amounts owed under its severance policy to any Business Employee who does not become an Assumed EmployeeEmployee as of the Closing Date, including a Business Employee listed on Schedule 6.11. (e) Purchaser shall be solely responsible for any and all liabilities, penalties, fines or other sanctions that may be assessed or otherwise due under the Surviving Corporation and each WARN Act arising out of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established the transactions contemplated herein, or otherwise at any time on or after the discretion of Parent and its Subsidiaries (including the Surviving Corporation)Closing Date; provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes Closing Date, Seller shall have supplied to Purchaser a list of determining eligibility to participate and vesting (but not employee layoffs, by location, implemented by any TSG Company in the 90-day period immediately preceding the Closing Date. Seller shall be solely responsible for any and all liabilities, penalties, fines or other purpose including benefit accrual sanctions that may be assessed or determination of levels of benefits purposes) for otherwise due under the same purposes under comparable employee benefit plans of Parent and WARN Act arising anytime before the Surviving Corporation in which such employees participate following the Effective Closing Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months after the Closing Date (subject only to the terms and conditions extent caused in whole or in part by Seller’s material breach of the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable its obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxxthis Section 6.11(e). (f) Nothing contained herein shall be deemed preclude Seller from paying stay bonuses to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation Business in Seller’s sole discretion. Any Liability arising out of or relating to any such stay bonuses shall constitute Liabilities of its Subsidiaries, or Seller only and not of any Seller Subsidiary. (g) All Liabilities for which Seller is responsible pursuant to restrict this Section 6.11 shall constitute Retained Liabilities. This Section 6.11 shall operate exclusively for the right benefit of the Surviving Corporationparties to this Agreement (and, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time after the Closing, the Target Companies) and not for any or no reason with or without notice other than a notice requirement under the terms benefit of any Company Benefit Planother Person, including any current, former or retired employee of the Business or spouse or dependents of such Persons. Notwithstanding the foregoing provisions of this Section 5.5, nothing Nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create is intended to confer upon any third party beneficiary employee of the Business or other any respective legal representative of any such employee, any additional rights (i) in any other Personor remedies, including any Assumed Employee right of employment for any period of any nature or any current kind whatsoever under or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) by reason of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementthis Agreement.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an Purchaser shall offer employment to each employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (eachlisted on Schedule 3.5(a) hereto, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to on terms and conditions established at substantially the discretion same as currently offered to similarly situated employees of Parent Tekgraf. Payroll for all Employees shall be prorated between Seller and its Subsidiaries (including Purchaser as of the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwiseClosing Date. (b) Following For a period of not less than 6 months from the Effective TimeClosing Date, and Purchaser will provide compensation for the shorter benefit of employees that accept employment with Purchaser (the one (1"Employees") year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for substantially the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage as that offered by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed EmployeeSeller. To the extent permitted by Purchaser's employee benefit plans, each Employee's years of service recognized under Seller's or its affiliates' plans or benefit arrangements will be credited by Purchaser for purposes of satisfying eligibility and vesting requirements of Purchaser's employee benefit plans and benefit arrangements. To the applicable plan or contract of Parent or any applicable Subsidiary thereof extent permitted by Purchaser's employee benefit plans and benefit arrangements, all Employees shall be able to participate in which Assumed Employees participate following the Effective Time, Parent Purchaser's employee plans and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents benefit arrangements as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived Date to the same extent waived or satisfied under as other similarly situated employees of Tekgraf. To the Company Benefit Plans as of extent permitted by Purchaser's employee benefit plans, Purchaser will take all reasonable actions necessary to accept direct rollover contributions into its employee benefit plans from the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any eligible plans of Parent Seller or any of its affiliates to the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Timeextent Purchaser offers similar plans. (c) With respect As of the date hereof, Purchaser and Tekgraf shall, jointly and severally, assume all responsibility and liability for (i) wages, bonuses and salaries of Employees accrued after the Closing Date, (ii) accrued vacation of Employees up to the plan year equivalent that each Employee would have been otherwise entitled as an employee of Purchaser, and Seller shall directly pay each Employee for any accrued vacation in which excess of such equivalent amount on the Effective Time occurs, Parent Closing Date; (iii) all claims by Employees and the Surviving Corporation will give each Assumed Employee credit, beneficiaries for purposes of the vacation policy applicable to such employee and/or severance or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months termination benefits based on events occurring after the Closing Date (subject including, but not limited to, any liability, obligation or expense arising under the Workers Adjustment and Retraining Notification Act in respect of the Transaction); and (iv) all claims relating to the terms and conditions of employment, hiring, firing, supervision, occupational safety and health, workplace, wages and hours, promotion, employment practices or treatment of Employees or beneficiaries to the Transaction Bonus Plan) less extent such matter arises from and relates to events after the Closing Date. For a period of six months from the Closing Date, Purchaser shall provide severance benefits for Employees that are substantially the same as the severance plans provided by Seller as of the date hereof. Effective as of the Closing Date and at all times thereafter, Purchaser shall be responsible for the payment, sponsorship, funding, operation, investment and administration of all compensation, employee plans and benefit arrangements provided for any withholding required by applicable LawEmployees or beneficiaries in accordance with the terms and conditions of Purchaser's plans and arrangements. Seller shall be responsible for all wages, bonuses, salaries and sick pay of Employees accrued on or prior to the Closing Date. (ed) As Purchaser and Seller will cooperate in insuring that benefit coverage under Seller's or its affiliates' welfare benefit plans for Employees covered thereunder prior to the Closing Date is coordinated with coverage under Purchaser's benefit arrangements provided after the Closing Date. Without limiting the generality of the Effective Timeforegoing, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable extent permitted by Purchaser's employee plans and the Surviving Corporationbenefit arrangements, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.Purchaser will use its

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose The Purchaser shall offer employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under Closing Date to all of the Company Benefit PlansEmployees. As of the Closing Date, excluding for this purpose, any equity, equitythe Purchaser shall employ each of the Employees whose employment is not covered by a collective bargaining agreement and who accepts the Purchaser's offer of employment ("Transferred Non-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangementsUnion Employees"). Following Purchaser shall cause all Transferred Non-Union Employees as of the Effective Time, each Assumed Employee shall receive service credit Closing Date to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility be eligible to participate in its "employee welfare benefit plans" and vesting "employee pension benefit plans" (but as defined in Section 3(1) and 3(2) of ERISA (respectively) of Purchaser in which similarly situated employees of Purchaser are generally eligible to participate from time to time ("Purchaser's Plans"), and all Transferred Non-Union Employees shall be eligible for coverage immediately after the Closing Date (and shall not for be excluded from coverage on account of any other purpose including benefit accrual or determination of levels of benefits purposespre-existing condition) for the same purposes under comparable Purchaser's Plans constituting employee welfare benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under such plans with respect to the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) preTransferred Non-existing conditions for all Assumed Employees and their covered dependents as of Union Employees. Following the Closing Date, Purchaser shall cause the Purchaser's Plans to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In additionrecognize any prior accrued service credit, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in credit towards satisfying the deductible, co-payment deductible expense requirements and out-of-pocket maximums expense limits of Transferred Non-Union Employees for purposes of Purchaser's Plans to the extent such prior service credits and limits are recognized by Purchaser or the Purchaser's Plans for similarly situated employees of Purchaser (including, but not limited to, eligibility to participate and vesting, but excluding benefit accruals). As soon as practicable following the Closing Date, Purchaser shall make available to the Transferred Non-Union Employees Purchaser's 401(k) Plan in accordance with the terms and provisions of such plan. Lee-XXXC shall cause to be transferred to Purchaser's 401(k) Plan, in cash, all of the individual account balances of the Transferred Non-Union Employees under the Company Benefit Plans during the portion of the applicable 401(k) plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occursEmployees now participate. Notwithstanding any other provision of this Agreement, Parent and Employees who become employed by the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance Purchaser as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months Closing who are covered by a collective bargaining agreement on and after the Closing Date (subject to the "Transferred Union Employees" and, collectively with the Transferred Non-Union Employees, the "Transferred Employees") shall receive benefits in accordance with the terms and conditions of such agreement. Except for the Transaction Bonus Plan) less any withholding required by applicable Law. (e) As of the Effective Timeemployment contracts listed in SCHEDULE 4.10, Parent and the Surviving Corporation nothing in this Agreement is intended to nor shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee Transferred Non-Union Employees or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time Transferred Union Employees for any or no reason with or without notice other than a notice requirement under length of time after the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementClosing Date.

Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee Except as set forth in Section 8.02(a) of the Company or any Disclosure Schedule, effective as of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed EmployeeClosing, the Surviving Corporation and each Buying Companies will cause the Acquired Companies to continue to employ the Employees that are not listed in Section 8.02(a) of its Subsidiaries the Disclosure Schedule on substantially the same terms in effect for such Employees while they were employees of either of the Acquired Companies immediately prior to Closing Date; provided that no provision of this Agreement shall employ Assumed Employees pursuant to terms and conditions established at prohibit the discretion of Parent and its Subsidiaries (including Acquired Companies after the Surviving Corporation); provided, however, that, subject to Closing Date from terminating the foregoing, nothing herein shall prevent the amendment or termination employment of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms Employees. (i) The Buying Companies shall not adopt, assume, contribute to or interfere with the Surviving Corporation’s right or obligation to make otherwise become a sponsoring employer of any employee pension benefit plan of Seller's Parent. The appropriate Selling Parties shall take such changes actions as are necessary to conform provide that the Employees that are not listed in Section 8.02(a) of the Disclosure Schedule shall cease to be eligible to participate in and accrue benefits under any employee pension benefit plan maintained by the Seller's Parent. There shall be no transfer of assets or comply liabilities from any employee pension benefit plan of the Selling Parties to any plan of the Buying Companies. Seller's Parent shall authorize lump sum distributions of vested benefits to the Employees that are not listed in Section 8.02(a) of the Disclosure Schedule in connection with applicable Law or otherwisethe transactions under this Agreement from any of the Selling Parties' employee pension benefit plans pursuant to Section 401(k)(10) of the Code and Seller's Parent shall permit the Employees that are not listed in Section 8.02(a) of the Disclosure Schedule who so elect, to make a "direct rollover" of their accounts with Seller's Parent to any similar plan of the Buying Companies. (bii) Following Subject to the Effective Timegeneral requirements of this Section 8.02(b), and the Buying Companies shall be free to establish such employee pension benefit plans as it deems appropriate for the shorter Employees that are not listed in Section 8.02(a) of the one (1) year period following the Effective Time or until the termination of employment of Disclosure Schedule. Buyer shall recognize the applicable Assumed Employee with Parent, Employee's years of service recognized by the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause Acquired Companies for the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes purpose of determining eligibility to participate eligibility, vesting and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposesunder such employee pension benefit plans. (i) for the same purposes under comparable The Buying Companies shall not adopt, assume, contribute to or otherwise become a sponsoring employer of any employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any welfare benefit plan of Seller's Parent. Seller's Parent's plans shall be responsible for claims incurred thereunder on or before the Closing Date but shall not be responsible for any claims of this nature incurred after the Closing Date. There shall be no transfer of assets or liabilities from any employee welfare benefit plan of Seller's Parent or to any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and Buying Companies. (ii) waiting periods under each plan Notwithstanding any eligibility provision that would otherwise may be applicable to newly hired generally effective for new employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In additionBuyer, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect to the plan year in which the Effective Time occurs, Parent and the Surviving Corporation will give each Assumed Employee credit, for purposes of the vacation policy applicable to such employee and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Effective Time. (d) The Company shall, at or prior to the Closing, award to employees bonuses under its Transaction Bonus Plan, such bonuses to be paid not later than six (6) months effective immediately after the Closing Date Date, each Employee, spouse or dependent shall be eligible to be covered by a group health plan (subject as such term is defined in Sections 601 et. seq. of ERISA) which exists or which shall be created by the Buying Companies for this purpose on terms and conditions which are substantially equivalent to the terms and conditions applicable to other, similarly situated, Employees of Buyer; provided that to the extent any such Employee is receiving short-term disability benefits under Seller's Parent's Plan as of the Transaction Bonus PlanClosing Date and Buyer cannot provide such benefits to such Employee, Buyer shall reimburse Seller's Parent for the continuation of such short-term disability benefits. Such group health plan shall not contain any exclusion or limitation with respect to any preexisting condition (as that term is used in Section 602(2)(D) less of ERISA) of any withholding required by applicable LawEmployee, spouse or dependent. (eiii) As Notwithstanding any eligibility provision that may be generally effective for new employees of Buyer, effective immediately after the Effective TimeClosing Date, Parent each Employee, spouse or dependent shall be eligible to be covered by a group life insurance plan which exists or which shall be created by Buyer for this purpose on terms and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory conditions which are substantially equivalent to the terms and conditions applicable employee and the Surviving Corporationto other, the applicable obligations similarly situated, employees of the Company under (i) the Employment AgreementBuyer. Such group life insurance plan shall not contain any exclusion or limitation with respect to any preexisting condition of any Employee, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and spouse or dependent. (iv) The Buying Companies shall cause the Employment AgreementAcquired Companies to preserve, dated and provide all Employees that are not listed in Section 8.02(a) of the Disclosure Schedule with, all accrued vacation and accrued sick time that each such Employee has earned as an employee of the Acquired Companies as of November 11, 2008, between the Company and Xxxxxx X. XxxxxxxxxxClosing Date. (fv) Nothing herein shall be deemed Subject to be a guarantee of employment for any Assumed Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement under the terms of any Company Benefit Plan. Notwithstanding the foregoing provisions general requirements of this Section 5.58.02(c) and the foregoing requirements regarding group health and life plans, nothing contained herein, whether expressed or implied, (i) Buyer shall be treated free to establish such employee welfare benefit plans as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included it deems appropriate for the sole applicable Employees. Buyer shall recognize the applicable Employee's years of service recognized by the Acquired Companies for the purpose of determining eligibility, vesting and accrual of benefits under such employee welfare benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementplans.

Employees and Employee Benefit Matters. (a) Without limiting Buyer shall offer employment as of the Closing Date to all Station Employees, other than those Station Employees listed on Schedule 6.8(a). As of the Closing Date, Buyer shall employ each such Station Employee who accepts Buyer’s offer of employment (“Transferred Employees”) at a salary or hourly rate and, if applicable, commissions that are no less than the salary, hourly rate or commission rate as in effect as of the Closing Date. Each Transferred Employee shall be employed on such other terms and conditions and with employee benefits (including benefits of the type described in Section 3(1) of ERISA) that are comparable to those provided to similarly situated employees of Buyer. Buyer shall (i) provide each Transferred Employee credit for years of service with the Seller (or its Affiliates) prior to the Closing for the purpose of eligibility, vesting and benefit accrual (but not for purposes of benefit entitlement under any additional rights defined benefit plans) under Buyer’s health, vacation, severance, sick leave and other employee benefit plans and policies and (ii) allow each Transferred Employee to maintain their accrued but unused vacation days and personal days as of the Effective Time as identified in Schedule 4.21(a) and updated at Closing. Notwithstanding anything to the contrary herein, unless employed pursuant to a written agreement which expressly provides that his/her employment with Buyer is not terminable at will, each Transferred Employee shall be an employee at will of Buyer, and nothing in this Section or elsewhere in this Agreement shall guarantee employment with Buyer for any individual who is an period of time. This Section 6.8 will operate exclusively for the benefit of the parties to this Agreement and not for the benefit of any other Person or entity, including any Transferred Employee or any other employee or former employee of the Company Seller who performs or any performed services in connection with the operation of the Company Subsidiaries at Stations. Without limiting the Effective Time scope of this Section 6.8(a), Buyer shall cause each Transferred Employee (and whose employment will continue his or her eligible dependents) to be covered immediately following the Effective Time Closing, by a group health plan that provides health benefits (each, an “Assumed Employee”within the meaning of Section 5000(b)(1) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, of the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to Internal Revenue Code) on terms and conditions established at that are comparable to those provided under a group health plan provided to similarly situated employees of Buyer. Such applicable offered group health plan will not limit or exclude coverage on the discretion basis of Parent any preexisting condition of such Transferred Employee or his or her dependents. If requested by Buyer, Seller shall fully cooperate and its Subsidiaries provide reasonable assistance to Buyer with respect to any duplication by Buyer of any Employee Benefit Plan (including the Surviving Corporation); provided, however, that, subject or insurance contract related thereto) providing benefits to the foregoing, nothing Transferred Employees. Nothing herein shall prevent the amendment require or termination of permit Buyer to assume, sponsor, or continue any Company Employee Benefit Plan in accordance with the Company or require Buyer to duplicate any Employee Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise. (b) Following At Closing, Buyer will receive a credit against the Effective Time, Purchase Price for accrued but unused vacation days and for the shorter personal days of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect Transferred Employees as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage by any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. To the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, Parent and the Surviving Corporation will cause all (i) pre-existing conditions for all Assumed Employees and their covered dependents as of the Closing to be waived to the extent that such conditions were satisfied under a comparable Company Benefit Plan as of the Effective Time and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans during the portion of the applicable plan year that includes the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Parent or the Surviving Corporation in which they are eligible to participate after the Effective Time for the portion of the applicable plan year that includes the Effective Time. (c) With respect From the Closing Date until the first anniversary of the Closing Date, if a Transferred Employee terminates employment with Buyer for any reason that would give rise to the plan year in which the Effective Time occurspayment of a severance payment as specified on Schedule 6.8(c) attached hereto, Parent and the Surviving Corporation will give each Assumed Employee credit, for Buyer shall provide severance benefits at least equal to those specified on such Schedule 6.8(c). For purposes of the vacation policy applicable preceding sentence, such Transferred Employee will receive credit for service performed for Seller (or its Affiliates) prior to such employee and/or other paid leave benefit programsthe Closing Date, and service performed for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as Buyer after the Closing Date, in connection with the determination of the Effective Timeamount of such severance benefit. (d) The Company shallAs of the Closing Date, at Buyer shall assume, to the extent required by Law, full responsibility and liability for offering and providing continuation coverage under Section 4980B of the Code with respect to each covered employee, each M&A qualified beneficiary and each other qualified beneficiary thereof who incurs a “qualifying event” (within the meaning of Section 4980B of the Code) on or prior to the ClosingClosing Date or is receiving continuation coverage on the Closing Date, award provided that each such individual is, or has a qualifying event in connection with, a covered employee whose last employment prior to employees bonuses the qualifying event was associated exclusively with the Stations or with the Assets. For purposes of this Section, each employee of Seller who experiences a loss of health care coverage as the result of the transactions contemplated by this Agreement together with his or her spouse and dependents, if any, shall be deemed eligible for continuation coverage as provided herein. (e) Effective as of the Closing Date, Buyer shall have in effect a tax-qualified defined contribution plan or plans which include a qualified cash or deferred arrangement within the meaning of section 401(k) of the Code (“Buyer’s 401(k) Plan”). Immediately prior to the Closing Date, Seller shall cause all of the account balances of the Transferred Employees under its Transaction Bonus Seller's 401(k) Plan (“Seller’s 401(k) Plan”) to become fully vested. Prior to the Closing Date, Seller shall amend Seller’s 401(k) Plan to provide that a severance from employment and/or plan termination does not result in an automatic 401(k) loan default for any Transferred Employee to the extent that such bonuses Transferred Employee receives a distribution of his or her 401(k) account balance and rolls over such balance to Buyer’s 401(k) Plan (including any outstanding loans, which will be paid not later than six (6permitted by Buyer's 401(k) months after plan), provided that such rollover to Buyer’s 401(k) Plan is completed prior to the last day of the quarter immediately following the Closing Date (subject to the terms and conditions of the Transaction Bonus Plan) less any withholding required by in accordance with applicable Law. (e) As of the Effective Time, Parent and the Surviving Corporation shall expressly assume and agree to perform, by agreements in form and substance reasonably satisfactory to the applicable employee and the Surviving Corporation, the applicable obligations of the Company under (i) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxx, XX; (ii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx X. Xxxxx; (iii) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxx Xxxxxxxxxx; and (iv) the Employment Agreement, dated as of November 11, 2008, between the Company and Xxxxxx X. Xxxxxxxxxx. (f) Nothing herein Seller shall be deemed retain responsibility for and continue to be a guarantee of employment pay all medical, life insurance, disability and other welfare plan expenses and benefits for any Assumed each Transferred Employee or any other employee of the Surviving Corporation or any of its Subsidiaries, or with respect to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice other than a notice requirement claims incurred under the terms of any Company the Employee Benefit Plan. Notwithstanding Plans by such Transferred Employees or their covered dependents prior to the foregoing provisions of this Section 5.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the establishment of any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time. All provisions contained in this Section 5.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successor and assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current or former employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangementClosing Date.