Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. (a) At any time on or after the Closing Date, FRP shall have the right at its sole discretion to offer employment to any or all active employees of the Business; PROVIDED, that FRP may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee of the Business who commences employment with FRP on or prior to the termination of the Transition Services Agreement is hereinafter referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposes.

Employees and Offers of Employment. (a) At any time on or For purposes of this Agreement, "BUSINESS EMPLOYEES" shall mean the individuals described in Schedule 9.02. As soon as practicable after the Closing Datedate hereof, FRP Seller shall have provide Buyer with a list containing the right at its sole discretion to offer employment to any or names of all active employees of the Business; PROVIDEDBusiness Employees, that FRP may terminate at any time after and through the Closing Date the employment of any employee who accepts Seller shall periodically revise such offer. FRP agrees list to notify Pennzoil as soon as is reasonably practicable for FRP in light of include each Business Employee newly hired by Seller or its business objectivesaffiliate, and to reflect termination of employment or similar personnel changes. At Closing, Buyer or its affiliate shall offer employment, in any event within six months a comparable position and at the same rate of salary (or, if applicable, base hourly rate), to each Business Employee who is actively employed as of the Closing Date, of the names of active employees of the and each inactive Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, Employee who is on approved leave on the Closing DateDate because of jury duty, is actively employed by Pennzoil family or who is on medical leave, sick leave, short-term disability leavedisability, authorized leave of absence, vacation or military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee of the Business who commences employment with FRP on or prior to the termination of the Transition Services Agreement is hereinafter referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Businessduty; PROVIDED, HOWEVER, that if during nothing contained herein is intended to confer upon any Business Employee any right to continued employment after the Closing Date. Each Business Employee who accepts (or is deemed to accept) employment with Buyer on the Closing Date is referred to herein as a "TRANSFERRED EMPLOYEE". Seller hereby agrees that six-month period Pennzoil desires neither Seller nor any affiliate shall (i) rehire or continue to solicit employ any active employee Business Employee at any time prior to the first anniversary of the Closing Date; or (ii) offer any Business to continue as a Pennzoil employeeEmployee any severance or similar benefits payable on termination of such Employees' employment by Seller or its affiliate; PROVIDED, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP that this clause (ii) shall not assume responsibility for any Transferred Employee until such employee commences employment apply with FRP. FRP shall have no obligation to offer employment respect to any Pennzoil employee. Subject to any contrary provision Business Employee unless Buyer offers such Employee employment in accordance with this Article 9, at a location no greater than 50 miles from that in effect at the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesClosing Date.

Employees and Offers of Employment. (a) At Buyer may, but ---------------------------------- shall have no obligation to, offer employment to any time on or after of the current employees of the System pursuant to this Section 10.3(a). Not less than seventy-five (75) days prior to the Closing Date, FRP Seller shall have provide to Buyer a list of all then Active Employees of the right at System, showing then-current positions and rates of compensation. Not less than forty-five (45) days prior to the Closing Date, Buyer will notify Seller in writing which employees will be hired by Buyer or its sole discretion to Affiliates ("BUYER'S LIST"). On the Closing Date, Buyer shall offer employment to any or all active employees Active Employees of the BusinessSystem on Buyer's List; PROVIDEDprovided, that FRP -------- Buyer may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP ; and, provided further, that in light the case of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil or an employee who is on short-short term disability leave, an authorized leave of absenceabsence (including a leave of absence under the Family and Medical Leave Act), military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to Date, such offer such inactive employees of employment at any time on or after shall be made as of the date they return to active employment that such leave, military service or lay-off ends. For purposes of this Article 10, the term "ACTIVE EMPLOYEE" shall also include any Person who, on the Closing Date, is actively employed by Seller and who is on short-term disability leave, authorized leave of absence (including a leave of absence under the Family and Medical Leave Act), military service or lay-off with Pennzoil)recall rights as of the Closing Date, but shall exclude any other inactive or former employee including any Person who has been on long-long- term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP Buyer shall in its sole discretion deem appropriate. Each active employee of The employees who accept and report for work with Buyer on the Business who commences employment with FRP on or prior to the termination of the Transition Services Agreement is day after Closing are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the EMPLOYEES"TRANSFER DATE" with respect to such Transferred Employee. Pennzoil Seller will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRPBuyer's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposes.any

Employees and Offers of Employment. (a) At any time on or after On the Closing Date, FRP Seller shall have terminate the right at its sole discretion to employment of, and Buyer shall offer employment to any or to, all active employees of the Business; PROVIDEDprovided, that FRP that, subject to the terms of the Offer Letters, Buyer may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9‎Article 9 and ‎Section 3.24, the term "ACTIVE EMPLOYEE" “active employee” shall mean any Person who, on the Closing Date, is actively employed by Pennzoil Seller or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees shall be offered employment at any time on or after by Buyer as of the date they return to active employment with Pennzoilemployment), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall shall, as of the Closing date, (a) be at such salary or wage and benefit levels and on at least as favorable to each such other terms and conditions employee as FRP shall in its sole discretion deem appropriate. Each active employee such employee’s total salary or wage level with Seller as of the Business who commences Closing Date and (b) provide that each such employee shall be eligible to participate in the benefit and bonus plans of Parent to the full extent of Parent’s other similarly situated employees. Buyer shall provide for enrollment in Buyer’s employee benefit plans immediately upon commencement of employment with FRP on or prior to the termination of the Transition Services Agreement is Buyer, without any waiting periods. The employees who accept and commence employment with Buyer are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEE" and the date on which a “Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil Employees.” Seller will not take, and will cause each of its subsidiaries not to take, take any action which would impede, hinder, interfere or otherwise compete with FRP's Buyer’s effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's requestTransferred Employees. FRP Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesBuyer.

Employees and Offers of Employment. (a) At any time on or after the Closing Date, FRP Buyer shall have the right at its sole discretion to offer employment to any or all active employees of the Business; PROVIDEDeach Asset Sale Business Employee, that FRP may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil effective as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date. Each such offer of employment shall be communicated to such Business Employees within 30 Business Days following the date hereof or, if earlier, no later than the fifth Business Day prior to the Closing; provided that, with respect to any Asset Sale Business Employee who commences employment with an Asset Seller following the date hereof, each such offer of employment shall be communicated to such Asset Sale Business Employee promptly following Buyer’s receipt of notification from ACI of such employee’s hiring. No such offer of employment shall require any Asset Sale Business Employee to relocate to a job site more than 25 miles from such employee’s job site immediately prior to the Closing Date. The Asset Sale Business Employees who commence employment with Buyer or its Subsidiaries as of the names Closing Date or as otherwise provided in the next sentence and Business Employees of active employees any Transferred Subsidiary as of the Closing Date shall be referred to herein as the “Transferred Employees”. Notwithstanding anything herein to the contrary, in the case of Asset Sale Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person Employees who, on the Closing Date, is actively employed are on a leave of absence approved by Pennzoil ACI, AI or who is on one of its Subsidiaries pursuant to an Employee Plan or International Plan (not including vacation time, personal days or sick leave not yet covered by short-term disability disability), the employment of such employees by Buyer shall be effective as soon as they return from leave, authorized ; provided that Buyer shall be obligated to hire any such Asset Sale Business Employee only if such employee returns to active service on the earlier of (x) the first day following expiration of such employee’s approved leave of absence, military service or lay-off with recall rights as of the Closing Date subject to any permissible extension and (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before y) 90 days following the Closing Date. Any such offers , except that Buyer shall be at obligated to hire all such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriateAsset Sale Business Employees to the extent required by applicable law. Each active employee of the No Seller will discourage any Asset Sale Business who commences Employee from accepting employment with FRP on Buyer or prior to the termination make a competing offer of the Transition Services Agreement is hereinafter referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesAsset Sale Business Employee.

Employees and Offers of Employment. (a) At any time on or after On the Closing Date, FRP the Partnership or such other entity as is designated by Buyer (the Partnership or such other entity hereinafter referred to as the Partnership) shall have the right at its sole discretion to offer employment to any or all active employees of the Business; PROVIDED, that FRP may terminate at any time after except for those employees accused of misconduct in connection with Seller's 1987 subcontract to supply diesel generators to the Closing Date the employment Kingdom of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month periodSaudi Arabia. For purposes of this Article 9Paragraph V.03, the term "ACTIVE EMPLOYEEactive employee" shall mean any Person person who, on the Closing Date, is employed in the Business by any Seller Entity or any of its Affiliates other than (i) persons who have not actively employed by Pennzoil or worked in the Business during the 30 day period immediately preceding the Closing Date and (ii) persons who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as are not reasonably anticipated to return to active work in the Business within six months of the Closing Date Date. Employees described in clauses (FRP will have i) and (ii) above shall be referred to in this Exhibit as "inactive employees" and shall be offered employment by the right at its sole discretion to offer such inactive employees employment at any time on or after Partnership as of the date they return to active employment with Pennzoil), but work in the Business so long as such return occurs within six months of the Closing Date. The terms "active employee" and "inactive employee" shall exclude any other inactive or former employee employee, including any Person who has been is on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on as were provided to such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee of the Business who commences employment with FRP on or employees immediately prior to the termination Closing Date. The active employees who accept and commence employment with the Partnership on the Closing Date and the inactive employees who accept and commence employment within six months of the Transition Services Agreement is hereinafter Closing Date, are collectively referred to in this Agreement as the "TRANSFERRED EMPLOYEE" and Transferred Employees". Except as otherwise provided herein, the Partnership will initially provide Transferred Employees on the Closing Date with benefits substantially comparable in the aggregate to those provided to them immediately prior to the Closing Date; provided that the Partnership shall not be obligated to maintain a stock purchase plan, a stock incentive or stock option plan or an investment option consisting of a Seller Entity stock fund in its defined contribution plans. In lieu of the employer matching contribution provided by the Seller Entities under their current stock purchase plan, the Partnership will provide Transferred Employees with a match in a Partnership 401(k) plan that is 25% greater than the match they received in the Seller 401(k) Plan. With respect to each such Transferred Employee, the date on which a of commencement of such Transferred Employee commences Employee's employment with FRP the Partnership shall be referred to as the "TRANSFER DATE" with respect to such Transferred EmployeeEmployee Transfer Date"; provided that in no case shall the Employee Transfer Date precede the Closing Date. Pennzoil None of the Seller Entities or any of its Affiliates will not take, and will cause ensure that each of its subsidiaries Subsidiaries will not to take, any action which would impede, hinder, interfere or otherwise compete with FRPthe Partnership's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's requestTransferred Employees. FRP The Partnership shall not assume responsibility for any Transferred Employee until such employee commences employment with FRPthe Partnership. FRP Nothing stated in this Exhibit V shall have no obligation require the Partnership to offer continue the employment to of any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesany definite period of time.

Employees and Offers of Employment. (a) At any time on With respect to the Thrust Reverser Business, the Company shall offer or after the Closing Date, FRP shall have the right at cause one of its sole discretion Affiliates to offer employment to any or all active employees of the Business; PROVIDED, that FRP may terminate at any time after commence on the Closing Date the to all Transferred Employees and shall be a successor employer for all employment of any employee who accepts such offer. FRP agrees matters with respect to notify Pennzoil Transferred Employees as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, except that in the case of former employees of such Business who exercise recall rights under a collective bargaining agreement or employees of such Business who are on leave of absence due to illness, disability, workers' compensation, military service or other authorized leave of absence as of the names of active employees Closing Date, the foregoing obligations of the Business to whom FRP intends Company to offer employment and FRP will offer employment to become a successor employer shall arise only upon such employees recall or the expiration of any such leave of absence period, in either case which shall occur within 12 months following the six-month periodClosing Date. (For purposes of this Article 9Exhibit IV, with respect to any such employees or former employees who become employed by the Company within 12 months of the Closing Date in accordance with the foregoing, such employees shall become Transferred Employees on the date of reemployment by, or return to work with, the term Company and any obligations of the Company to "ACTIVE EMPLOYEETransferred Employees" that arise upon the Closing Date shall, where applicable, be treated as applying to each such employee upon such employee's date of reemployment or return to work). With respect to the Access Graphics Business, any Transferred Employee shall mean any Person whocontinue employment with such Business immediately following the Closing Date. Each Transferred Employee shall initially be offered a position (or shall continue in a position, on as applicable) similar to his or her position immediately prior to the Closing Date, is actively at the same job and salary or wage levels, with bonus, incentive plans (other than commissions) and other employee benefit plans substantially similar to those provided immediately prior to the Closing Date. Such offers of employment (or continued employment, as applicable) shall initially be at the same respective locations as those at which such Transferred Employees are employed by Pennzoil or who is immediately prior to the Closing Date. LM shall, within 5 Business Days of the date hereof, provide the Company with a true, correct and complete list of all employees of the Businesses (including those employees on short-term disability leave, authorized leave of absence) together with the annual rate of pay and any bonus, military service or lay-if applicable, paid to each such employee during the preceding 12 month period, and the date on which any leave of absence commenced. LM will also provide the Company with a recall list containing the names of laid off with represented employees who retain recall rights as of the Closing Date. The information included on these lists shall, at a minimum, enable the Company to determine vacation eligibility and unpaid vacation for the calendar year in which the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before occurs. Not later than 45 days following the Closing Date. Any such offers , LM shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee provide the Company with a list of employees of the Business who commences employment with FRP Businesses which, on or prior to a preliminary basis, estimates the termination of the Transition Services Agreement is hereinafter referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to accrued pension benefit for each such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in LM shall provide the Transition Services Agreement, until Company with a final listing of such time employees showing each employee's accrued pension benefit as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered soon as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposespracticable thereafter.

Employees and Offers of Employment. (a) At any time on Seller shall provide to Purchaser as soon as practicable after the date of this Agreement and prior to the Closing Date a list of all of the individuals who are employed by Seller in the Business, together with a description of the amount and basis of each employee's compensation, including whether such compensation is governed by a collective bargaining agreement. On or after prior to the Closing Date, FRP Purchaser shall have the right at its sole discretion to offer employment to any or all active employees Active Employees (as defined below) of the Business; PROVIDEDprovided, that FRP Purchaser may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable , in which case Purchaser shall be solely responsible for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month periodseverance costs associated therewith. For purposes of this Article 99.0, the term "ACTIVE EMPLOYEEActive Employee" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil Seller or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees shall be offered employment at any time on or after by Purchaser as of the date they return to active employment with Pennzoilemployment), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or salary, wage and benefit levels and on such other terms and conditions as FRP shall are substantially similar in its sole discretion deem appropriatethe aggregate to the salary, wage and benefit levels in effect at Closing, except as otherwise provided in this Article 9.0. Each active employee Any Active Employee who accepts the Purchaser's offer of employment and who, within ten days of the Business who Closing Date, commences employment with FRP on or prior to the termination of the Transition Services Agreement Purchaser by reporting for work and being actively employed by Purchaser for at least one day is hereinafter referred to as the a "TRANSFERRED EMPLOYEETransferred Employee" and all such employees are collectively referred to as "Transferred Employees." Any Active Employee who does not accept Purchaser's offer of employment but who, within ten days of the date on which Closing Date, commences employment with Purchaser by reporting for work and being actively employed by Purchaser for at least one day shall also be deemed to be a Transferred Employee commences for purposes of this Agreement. On or prior to the Closing Date, Seller will furnish Purchaser with true and complete copies of the employment with FRP shall be referred to as the "TRANSFER DATE" records maintained by Seller with respect to each employee of the Business, and Seller will furnish Purchaser with such other records and documents relating to the Transferred EmployeeEmployees as Purchaser may from time to time reasonably request. Pennzoil Seller will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRPPurchaser's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil Transferred Employees. Seller will notify FRP, retain and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP Purchaser shall not assume responsibility for any Transferred Employee until such employee commences active employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesPurchaser.

Employees and Offers of Employment. Purchaser shall offer employment in the form of an offer letter (aeach, an "Offer Letter") At any time to those employees of Seller designated on or after Schedule 6.02 (the "Designated Employees"), so long as such employees are employed by Seller on the Closing Date. Each Offer Letter shall offer employment at the salary and benefit levels, FRP including bonuses, as set forth on Schedule 6.02. The Designated Employees shall have be entitled to participate in Purchaser's 401(k) Plan/Employee Stock Ownership Plan, Money Purchase Pension Plan, Employee Stock Purchase Plan and the right at health and welfare plans that are offered by Purchaser to its sole discretion employees from time to time. The Designated Employees' prior service with Seller shall be credited as service with Purchaser under such Benefit Plans of Purchaser, except as set forth on Schedule 6.02A or where the terms of such Benefit Plan prohibit Purchaser from crediting such service. The Designated Employees shall not be entitled to participate in any other Benefit Plan of Purchaser, including the 1997 Equity Incentive Plan, Severance Plan, Retention Plan and Change in Control Plan. Except for the Designated Employees, Purchaser shall be under no obligation to offer employment to any or all active employees of Seller's employees. Notwithstanding the Business; PROVIDEDforegoing and subject to Section 6.04, that FRP Purchaser may terminate at any time after the Closing Date Date, the employment of any employee Designated Employee who accepts such offeroffer of employment (unless otherwise provided in the Employment Agreements or specifically agreed in writing by Purchaser). FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, Such former employees who accept and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active commence employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee of the Business who commences employment with FRP on or prior to the termination of the Transition Services Agreement is Purchaser are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the Hired Employees"TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP Purchaser shall not assume responsibility for any Transferred Hired Employee until such employee commences accepts an offer of employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP from Purchaser and commences employment with FRPPurchaser and, he in any event, Purchaser assumes no responsibility or she shall remain and obligation for any benefits earned or accrued by Hired Employees on or prior to the Closing Date (unless otherwise provided in the Offer Letters or Employment Agreements). Nothing herein shall be considered as a Pennzoil employee, and FRP will have no obligation construed to such employee for statutory or restrict Purchaser's ability to hire employees by other purposesmeans.

Employees and Offers of Employment. Buyer may, but shall have no obligation to, offer employment to any of the current employees of the Business pursuant to this Section 9.3(a). Not less than sixty (a60) At any time on or after days prior to the Closing Date, FRP Seller shall have provide to Buyer a list of all then-active employees of the right at Business, showing then current positions and rates of compensation. Not less than fifteen (15) days prior to the Closing Date, Buyer will notify Seller in writing which employees will be hired by Buyer or its sole discretion to Affiliates ("Buyer's List"). On the Closing Date, Buyer shall offer employment to any or all active employees of the BusinessBusiness on Buyer's List; PROVIDEDprovided, that FRP Buyer may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEEactive employee" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil Seller or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees shall be offered employment at any time on or after by Buyer as of the date they return to active employment with Pennzoilemployment), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP Buyer shall in its sole discretion deem appropriate. Each active employee of the Business The employees who commences accept and commence employment with FRP on or prior to the termination of the Transition Services Agreement is Buyer are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the Employees"TRANSFER DATE" with respect to such Transferred Employee. Pennzoil Seller will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRPBuyer's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's requestTransferred Employees. FRP Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesBuyer.

Employees and Offers of Employment. (a) At any time on or after On the Closing Date, FRP Buyer shall have the right at its sole discretion to offer employment in a comparable position to any or all active employees Business Employees (other than Business Employees of the Business; PROVIDEDAcquired Subsidiary, who shall remain employed by the Acquired Subsidiary) and in good faith encourage such Business Employees to accept such offers of employees, provided that FRP Buyer or the Acquired Subsidiary may (in accordance with its regular procedures) terminate the employment of or (subject to paragraph (b) below) otherwise modify the terms of such employment at any time after the Closing Date the employment of for any employee Transferred Employee (as defined below) who accepts such offer. FRP agrees ; provided, however, that Buyer shall not take or omit to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectivestake, and shall not cause the Acquired Subsidiary to take or omit to take, any action that could result in any event within six months liability to any of the Closing Date, Sellers or their Affiliates under the WARN Act. Sellers shall use their commercially reasonable efforts to cooperate in facilitating the performance of the names of active employees of the Business Buyer's obligation to whom FRP intends to offer employment and FRP will offer employment to make such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Dateoffers. Any such offers shall be at such base salary or wage and benefit levels bonus opportunity which, in the aggregate, are no less favorable than that provided to the respective Business Employees immediately prior to the Closing Date and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee at a work location that is within thirty-five (35) miles of the Business Employee's then current work location. The Business Employees offered employment by Buyer and who commences accept and commence such employment in accordance with FRP on or prior to the termination this Section 9.01, together with all Business Employees of the Transition Services Agreement is Acquired Subsidiary, are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEE" and Transferred Employees". Unless otherwise provided herein, Sellers shall retain all liability for Transferred Employees for all time periods prior to the date on which a each Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any an active employee with Buyer. All Transferred Employees will be deemed for purposes of this Section 9.01 to have commenced employment with Buyer as of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subject to any contrary provision in the Transition Services Agreement, until such time as a Transferred Employee is hired by FRP and commences employment with FRP, he or she shall remain and shall be considered as a Pennzoil employee, and FRP will have no obligation to such employee for statutory or other purposesClosing Date.