Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (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 Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date.

Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence Effective as of the Closing, the offer Buyer shall remain open until the date he or she is able to return to active have made offers of employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; providedemployees listed on Schedule 6.01(a) (each such person, furtherupon accepting an offer of employment from Buyer, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreementa “Transferred Employee”). Each Transferred Employee such offer shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and have included (i) base salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans base wages which is substantially similar to those provided by Lockheed Xxxxxx and its Affiliates as in effect immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco (ii) employee benefits (other than as set forth in clause (i)) which are substantially similar as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall provide limit the right of Buyer to terminate the employment of any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after Employee following the Closing Date. (cb) Commencing on As of the Closing Date, Newco all Transferred Employees shall assume cease active participation in all responsibility Employee Plans and liability for Benefit Arrangements, except as otherwise permitted under such Employee Plans and Benefit Arrangements. As of the first day following the Closing Date, all matters arising out Transferred Employees shall be permitted to participate in the plans, programs and arrangements of or Buyer relating to compensation and employee benefits (each, a “Buyer Plan”) on the same terms as similarly situated employees of Buyers. (c) To the extent that any Buyer Plan becomes applicable to any Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or Employee after the Closing Date, including but not limited Buyer shall grant, or cause to be granted, to such Transferred Employee credit for such Transferred Employee’s service with the Business (iand any predecessor business of the Business) accrued but unpaid wagesfor the purpose of determining eligibility to participate in and nonforfeitability of benefits under such Buyer Plan and for purposes of benefit accrual under any Buyer Plan which provides vacation or severance benefits. (d) To the extent that any Buyer Plan that provides medical, bonuses dental, health or other, similar benefits becomes applicable to any Transferred Employee after the Closing Date, Buyer shall waive, or cause to be waived, any waiting periods, pre-existing condition exclusions and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees actively-at-work requirements to the extent met under the applicable Employee Plan or Transferred Beneficiaries whether or not reported Benefit Arrangement as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insuranceand, medical, disability or similar benefits; (iv) all claims relating as to the terms and conditions of employmentplan year in which the Closing Date occurs, hiring, firing, supervision, occupational safety and health, workplace, wages and hours promotion, employment practices shall provide that any expenses incurred under the applicable Employee Plan or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring Benefit Arrangement on or after before the Closing Datedate such Buyer Plan became applicable to such Transferred Employee or such Transferred Employee’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions under the such Buyer Plan.

Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for At any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, time on or after the Closing Date, including but not limited FRP shall have the right at its sole discretion to (i) accrued but unpaid wagesoffer employment to any or all active employees of the Business; PROVIDED, bonuses and salary; (ii) all liabilities for workers compensation claims made 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 Transferred Employees Pennzoil or Transferred Beneficiaries whether who is on short-term disability leave, authorized leave of absence, military service or not reported lay-off with recall rights as of the Closing Date and all expenses of administration of (FRP will have the right at its sole discretion to offer such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (iv) all claims relating to the terms and conditions of employment, hiring, firing, supervision, occupational safety and health, workplace, wages and hours promotion, inactive employees employment practices or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to at any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring 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) Newco Seller shall offer employment provide to commence on Purchaser as soon as practicable after the date of this Agreement and prior to the Closing Date to a list of all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closingindividuals who are employed by Seller in the Business, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent together with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms a description of the applicable amount and basis of each employee's compensation, including whether such compensation is governed by a collective bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his On or her position immediately prior to the Closing Date, Purchaser shall offer employment to all Active Employees (as defined below) of the Business; provided, that Purchaser may terminate at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to any time after the Closing Date. Such offers of employment shall be at Date the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred employee who accepts such offer, in which case Purchaser shall be solely responsible for any severance costs associated therewith. For purposes of this Article 9.0, the term "Active Employee. (b) Lockheed Xxxxxx " shall provide mean any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification ActPerson who, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out is actively employed by Seller or who is on short-term disability leave, authorized leave of absence, military service or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported lay-off with recall rights as of the Closing Date (such inactive employees shall be offered employment by Purchaser as of the date they return to active employment), 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, wage and all expenses of administration of benefit levels and on such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (iv) all claims relating to the other terms and conditions of employmentas are substantially similar in the aggregate to the salary, hiringwage and benefit levels in effect at Closing, firing, supervision, occupational safety and health, workplace, wages and hours promotion, employment practices or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described except as otherwise provided in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Datethis Article 9.

Employees and Offers of Employment. (a) Newco Effective as of 12:00 A.M. central time on the day immediately succeeding the Closing Date, American or its Subsidiaries shall offer employment to commence each Property Management Employee on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family terms and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment subject to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment conditions determined by Newco American in accordance with the terms provisions of this Article V. The Property Management Employees who accept and commence employment after the Closing with American or any of its Subsidiaries are hereinafter collectively referred to as the “Transferred Employees” and each a “Transferred Employee.” From the Closing Date, and during continued employment until the six-month anniversary of the applicable bargaining agreement. Each Closing Date, American shall ensure that each such Transferred Employee shall be offered eligible to receive a position by Newco similar base salary or wage rate, as applicable, and annual bonus opportunities that in each case are no less than that which such Transferred Employee was eligible to his or her position receive as of immediately prior to the Closing Date, at the same job and salary or wage levels, with nonprovided that such Transferred Employee’s duties post-equity based bonus and incentive plans and other non-equity based employee benefit plans Closing are substantially similar comparable to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the duties pre-Closing. Subject to Applicable Law No later than December 15, 2014, the Transferors shall provide American a true, complete and correct schedule setting forth each Property Management Employee’s annual compensation and benefits, accrued but unused floating holiday, sick time and vacation time or other paid time off, and whether the employee is on a leave of absence and the type of such leave. (b) Each Transferred Employee, except as specifically provided under those certain Assumed Employment Agreements listed on Schedule 2.1(b)(2), shall be, upon acceptance and commencement of employment with American or its Subsidiaries, an “at will” employee of American or a Subsidiary thereof, except as may be negotiated post-Closing with American by individual employees, and nothing in this AgreementArticle V shall create a Contract of employment between (x) American or any of its Subsidiaries and (y) a Transferred Employee, Newco shall have nor limit the right of American and its Subsidiaries to dismiss terminate the employment of any Transferred Employee at any time, for any reason, with or without cause, and to change the terms of employment of any Transferred Employeewithout notice. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (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 Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date.

Employees and Offers of Employment. (a) Newco On the Closing Date, the Partnership or such other entity as is designated by Buyer (the Partnership or such other entity hereinafter referred to as the Partnership) shall offer employment to commence all active employees of the Business, except for those employees accused of misconduct in connection with Seller's 1987 subcontract to supply diesel generators to the Kingdom of Saudi Arabia. For purposes of this Paragraph V.03, the term "active employee" shall mean any 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 worked in the Business during the 30 day period immediately preceding the Closing Date to all Transferred Employees; provided that, for any Transferred Employee and (ii) persons who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able are not reasonably anticipated to return to active employment work in the Business within six months of the Closing Date. Employees described in clauses (i) and (ii) above shall be referred to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights in this Exhibit as "inactive employees" and shall be offered employment by Newco in accordance with the terms Partnership as of the applicable bargaining agreementdate they return to active work in the Business so long as such return occurs within six months of the Closing Date. Each Transferred Employee The terms "active employee" and "inactive employee" shall be offered a position by Newco similar to exclude any other former employee, including any Person who is on long-term disability leave or unauthorized leave of absence or who has terminated his or her position immediately prior to employment, retired or died on or before the Closing Date, . Any such offers shall be at the same job and such salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar levels as were provided to those provided by Lockheed Xxxxxx and its Affiliates such employees immediately prior to the Closing Date. Such offers 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 employment shall be at the same respective locations Closing Date, are collectively referred to in this Agreement as those at which such the "Transferred Employees". Except as otherwise provided herein, the Partnership will initially provide Transferred Employees are employed on the Closing Date with benefits substantially comparable in the aggregate to those provided to them immediately prior to the ClosingClosing 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. Subject 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 Applicable Law each such Transferred Employee, the date of commencement of such Transferred Employee's employment with the Partnership shall be referred to as the "Employee Transfer Date"; provided that in no case shall the Employee Transfer Date precede the Closing Date. None of the Seller Entities or any of its Affiliates will take, and this Agreementwill ensure that each of its Subsidiaries will not take, Newco any action which would impede, hinder, interfere or otherwise compete with the Partnership's effort to hire any Transferred Employees. The Partnership shall have the right to dismiss not assume responsibility for any Transferred Employee at any time, until such employee commences employment with or without cause, and the Partnership. Nothing stated in this Exhibit V shall require the Partnership to change continue the terms of employment of any Transferred EmployeeEmployee for any definite period of time. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (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 Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date.

Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability On or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, Buyer shall assume the obligations of New Jetride with respect to the employees of New Jetride (which shall consist solely of the director of operations and the chief pilot for the Business) and shall offer employment to all active employees of the Business on an at will basis, except for those employees identified on Schedule 9.02(a). To the same job extent that Seller ceases to manage one or more of the Seller Managed Aircraft between the date hereof and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and such Seller Managed Aircraft are not replaced by at least an equivalent number of additional Seller Managed Aircraft of a similar or better type Buyer may amend Schedule 9.02(a), at Buyer’s discretion, to change add one or more of the terms employees of employment Seller associated with such Seller Managed Aircraft. For purposes of this Article IX, the term “active employee” shall mean any Transferred Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification ActPerson who, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out is actively employed by the Business who is on short-term disability leave, authorized leave of absence, military service or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported lay-off with recall rights as of the Closing Date (unless set forth on Schedule 9.02(a), such inactive employees shall be offered employment by Buyer as of the date they return to active employment), 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, or retired or died on or before the Closing Date. Subject to Section 9.02(b), any such offers shall be at such salary or wage and all expenses of administration of benefit levels and on such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (iv) all claims relating to the other terms and conditions of employmentas Buyer shall in its sole discretion deem appropriate. The employees who accept and commence employment with Buyer are hereinafter collectively referred to as the “Transferred Employees.” Seller and Parent will not take any action which would impede, hiringhinder, firing, supervision, occupational safety interfere or otherwise compete with Buyer’s effort to hire any Transferred Employees. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with Buyer and health, workplace, wages and hours promotion, employment practices or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that with then only in respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Dateperiod of employment by Buyer of any such Transferred Employee.

Employees and Offers of Employment. (a) Newco Buyer shall offer employment to commence on each Asset Sale Business Employee, effective as of the Closing Date Date. Each such offer of employment shall be communicated to all Transferred Employeessuch 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, for with respect to any Transferred Asset Sale Business Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until commences employment with an Asset Seller following the date he or she is able to return to active hereof, each such offer of employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered 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 by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred shall require any Asset Sale Business Employee shall be offered to relocate to a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates site more than 25 miles from such employee’s job site immediately prior to the Closing Date. Such offers The Asset Sale Business Employees who commence employment with Buyer or its Subsidiaries as of employment shall be at the same respective locations Closing Date or as those at which such Transferred otherwise provided in the next sentence and Business Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of 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 Employees who, on the Closing Date, are on a leave of absence approved by ACI, AI or 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), the employment of such employees by Buyer shall be effective as soon as they return from leave; 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, subject to any permissible extension and (y) 90 days following the Closing Date, except that Buyer shall be obligated to hire all such Asset Sale Business Employees to the extent required by applicable law. No Seller will discourage any Asset Sale Business Employee from accepting employment with Buyer or make a competing offer of employment to any Asset Sale Business Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur No later than five Business Days prior to the Closing Date and Newco Date, the Sellers shall provide any notices to the Buyer a list of all Business Employees who would have been Transferred Employees which may but for the fact that they will be required under WARN with respect to events which occur on or after leave of absence on the Closing Date, the expected duration of the leave as of the date of that list (subject to any permissible extensions) and the position held by such Business Employee as of the date the leave began. From time to time prior to the Closing Date, to the extent not prohibited by law, the Sellers shall use commercially reasonable efforts to promptly provide Buyer information regarding Business Employees that is required by Buyer to enable it to establish the Buyer Employee Plans. As soon as practicable, but in no event later than 30 days following the Closing Date, to the extent not prohibited by law, each Seller shall provide to Buyer a copy of all records of the Transferred Employees in its possession. (c) Commencing at 12:00 a.m. on the day immediately following the Closing Date, Transferred Employees (other than those Asset Sale Business Employees who, on the Closing Date, Newco are on a leave of absence, which Asset Sale Business Employees shall assume all responsibility cease to participate in the Employee Plans on the date such Asset Sale Business Employee becomes a Transferred Employee) shall cease to participate in the Employee Plans and liability for all matters arising out of shall commence participation in employee benefit plans established or relating to Transferred Employees be established and Transferred Beneficiaries regardless of whether such matter arises from maintained by the Buyer or relates to events prior to, its Affiliates on or and after the Closing Date, including but not limited to Date on the terms and conditions set forth therein (ia “Buyer Employee Plan”). (d) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of During the period commencing on the day following the Closing Date and all expenses of administration of ending on December 31, 2005, Buyer shall provide or cause to be provided to each Transferred Employee (i) total compensation (including base salary, bonus and incentive opportunity and commission arrangement), equal to or greater than, in every respect, the total compensation (including base salary, bonus and incentive opportunity and commission arrangement) in effect for such claims; employees immediately prior to Closing and (iiiii) all incurred but not reported claims for life insurancebenefits (including health and welfare benefits, medicaldisability, disability or similar retirement, severance and vacation benefits; (iv) all claims relating substantially equivalent in each case to the terms benefits (including health and conditions of employmentwelfare benefits, hiringdisability, firingretirement, supervision, occupational safety severance and health, workplace, wages and hours promotion, employment practices or treatment of vacation benefits) provided such Transferred Employees or Transferred Beneficiaries; provided, however, that with respect immediately prior to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing DateClosing.

Employees and Offers of Employment. (a) Newco shall On the Closing Date, Buyer (the “Hiring Party”) intends to offer employment to commence all active employees of the Business set forth on Schedule 8.03; provided, however, that each such offer of employment shall be conditioned on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as employee’s execution of the ClosingHiring Party’s form Confidentiality, Non-Solicitation and Assignment of Inventions Agreement (such condition hereinafter collectively referred to as the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy“Hiring Condition”); provided, further, that the Hiring Party may terminate at any Camden Transferee entitled to time after the Closing Date the employment of any employee who accepts such offer. For purposes of this Article 8, the term “active employee” shall mean any Person who, on the Closing Date, is actively employed by 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 (such inactive employees shall be offered employment by Newco in accordance with the terms Hiring Party as of the applicable bargaining agreement. Each Transferred Employee date they return to active employment provided that they return to active employment upon the earlier of the expiration of their approved leave of absence or the date that is six months after the Closing Date and they satisfy the Hiring Condition), but shall be offered a position by Newco similar to exclude any other inactive or former employee, including any individual who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her position immediately prior to the Closing Dateemployment, at the same job and salary retired or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to died on or before the Closing Date. Such Any such offers of employment shall be at on such terms and conditions as the same respective locations Hiring Party shall in its sole discretion deem appropriate. The employees who satisfy the Hiring Condition, and accept and commence employment with the Hiring Party are hereinafter collectively referred to as those at the “Transferred Employees” (which such term shall also be deemed to include the UK Employees). Each Seller will not take any action which would impede, hinder, interfere or otherwise compete with the Hiring Party’s effort to hire any Transferred Employees are employed immediately prior to the ClosingEmployees. Subject to Applicable Law and this Agreement, Newco None of Buyer or any of it Affiliates shall have the right to dismiss assume any responsibility for any Transferred Employee at any time, until such employee commences employment with the Hiring Party. Buyer hereby represents that there is no waiting period for either its health plan or without cause, and to change the terms of employment of any Transferred Employee401(k) Plan. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (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 Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date.

Employees and Offers of Employment. (a) Newco On the Closing Date, Seller shall terminate the employment of, and Buyer shall offer employment to, all active employees of the Business; provided, that, subject to commence 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. For purposes of this ‎Article 9 and ‎Section 3.24, the term “active employee” shall mean any Person who, on the Closing Date to all Transferred Employees; provided thatDate, for any Transferred Employee is actively employed by Seller or who is on vacation, approved illness absenceshort-term disability leave, authorized leave of absence (including leave under the Family and Medical Leave Act)absence, long-term disability or military service leave of absence or lay-off with recall rights as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights Closing Date (such inactive employees shall be offered employment by Newco in accordance with the terms Buyer as of the applicable bargaining agreement. Each Transferred Employee date they return to active employment), but shall be offered a position by Newco similar to 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 position immediately prior to the Closing Dateemployment, at the same job and salary retired or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to died on or before the Closing Date. Such Any such offers shall, as of employment shall the Closing date, (a) be at the same respective locations such salary or wage levels at least as those at which favorable to each such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, employee as such employee’s total salary or wage level with or without cause, and to change the terms of employment of any Transferred Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported Seller as of the Closing Date and all expenses (b) provide that each such employee shall be eligible to participate in the benefit and bonus plans of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (iv) all claims relating Parent to the terms 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 Buyer, without any waiting periods. The employees who accept and conditions of employmentcommence employment with Buyer are hereinafter collectively referred to as the “Transferred Employees.” Seller will not take any action which would impede, hiringhinder, firing, supervision, occupational safety and health, workplace, wages and hours promotion, interfere or otherwise compete with Buyer’s effort to hire any Transferred Employees. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment practices or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing DateBuyer.

Employees and Offers of Employment. (a) Newco Buyer may, but shall have no obligation to, offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms current employees of the applicable bargaining agreementBusiness pursuant to this Section 9.3(a). Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately Not less than sixty (60) days prior to the Closing Date, at Seller shall provide to Buyer a list of all then-active employees of the same job Business, showing then current positions and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately 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 Affiliates ("Buyer's List"). Such offers On the Closing Date, Buyer shall offer employment to all active employees of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this AgreementBusiness on Buyer's List; provided, Newco shall have the right to dismiss any Transferred Employee that Buyer may terminate at any time, with or without cause, and to change time after the terms of Closing Date the employment of any Transferred Employee. (b) Lockheed Xxxxxx employee who accepts such offer. For purposes of this Article 9, the term "active employee" shall provide mean any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification ActPerson who, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out is actively employed by Seller or who is on short-term disability leave, authorized leave of absence, military service or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported lay-off with recall rights as of the Closing Date (such inactive employees shall be offered employment by Buyer as of the date they return to active employment), 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 all expenses of administration of benefit levels and on such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (iv) all claims relating to the other terms and conditions as Buyer shall in its sole discretion deem appropriate. The employees who accept and commence employment with Buyer are hereinafter collectively referred to as the "Transferred Employees". Seller will not take, and will cause each of employmentits subsidiaries not to take, hiringany action which would impede, firinghinder, supervision, occupational safety and health, workplace, wages and hours promotion, interfere or otherwise compete with Buyer's effort to hire any Transferred Employees. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment practices or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing DateBuyer.

Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx Martin and its Affiliates immediately prior immediaxxxx xrior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee. (b) Lockheed Xxxxxx Martin shall provide any notices to xx Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (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 Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date.

Employees and Offers of Employment. (ai) Newco The Sellers and Buyers agree to cooperate reasonably during the period prior to the Closing Date to ensure the continuity of the workforce of the Business. In furtherance thereof, prior to, or in connection with, the Closing, the Buyers shall take no action to cause the Sellers or the Sold Companies to terminate the employment of any Business Employee, and the Sellers and the Sold Companies shall be under no obligation to terminate any Business Employee prior to, or on the Closing Date. Prior to the Closing Date, one or more of the Buyers shall offer employment to commence on each Business Employee (other than an employee of the Sold Companies, all of whom shall continue employment with such Sold Company as of the Closing Date by operation of Law) who is either actively employed by a Seller as of the Closing Date or is absent from work as of the Closing Date by reason of any leave of absence (including, without limitation, vacation, injury, sick leave, long-term disability, short-term disability, maternity leave, military service or other leave of absence from which an employee’s return to all Transferred Employees; provided that, for any Transferred active employment is protected by Law or Order). Schedule 5.9(a)(i) sets forth each Business Employee who is on vacation, approved illness absence, an authorized leave of absence absence. (including leave under the Family and Medical Leave Actii) Such offers of employment described in Section 5.9(a)(i) shall include an offer of base salary (or wages), long-term disability commission rates (if applicable) and target annual cash bonus opportunity (exclusive of any stay bonuses, success bonuses and similar arrangements of IR, any Seller or military service leave Sold Company or any Affiliate of absence as any of them in connection with the Closingtransactions contemplated herein and any equity, phantom equity or other equity -based compensation plan, including the offer shall remain open until Performance Share Plan) that, in the date he or she is able aggregate (subject to return to active employment to the extent consistent with any applicable laws, works council and collective bargaining agreement and/or existing company policy; providedagreements), further, that any Camden Transferee entitled are not less than as in effect with respect to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred such Business Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at and otherwise shall be consistent with this Section 5.9 and, except for Business Employees whose principal work location is the same job and salary or wage levelssubject of an eminent domain proceeding commenced by the People’s Republic of China, shall not require any Business Employee to relocate to a work location more than 20 miles from such Business Employee’s work location during the one year period following the Closing. As of the Closing Date or, with nonrespect to any Business Employee on an authorized leave of absence, as of the date such Business Employee commences active employment with the Buyers or returns to active employment with a Sold Company, each Business Employee who accepts Buyers’ offer of employment and each employee of the Sold Companies (herein collectively referred to as “Transferred Employees”) shall become an employee of one or more of the Buyers (or the Sold Companies, as applicable). During the one year period from and after the Closing, the Buyers shall provide to the Transferred Employees overall employee benefits (exclusive of any stay bonuses, success bonuses and similar arrangements of IR, any Seller or Sold Company or any Affiliate of any of them in connection with the transactions contemplated herein and any equity, phantom equity or other equity-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to compensation arrangements, including the Performance Share Plan) that are no less favorable, in the aggregate, than those provided by Lockheed Xxxxxx and its Affiliates on average to Transferred Employees immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior Notwithstanding anything herein to the Closing. Subject to Applicable Law and contrary, this Agreement, Newco Agreement shall have not alter the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment at-will nature of any Transferred Employee. ’s employment. Nothing in this Agreement shall restrict, limit or interfere with the ability (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date Sellers, Buyers or their respective Affiliates to terminate, amend or replace any particular agreement, plan or program (including, without limitation, salaries (or wages), commission rates and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurancebonus opportunities), medical, disability or similar benefits; (iv) all claims relating to alter the terms and conditions of employmentemployment or terminate the employment of any person, hiring, firing, supervision, occupational safety and health, workplace, wages and hours promotion, employment practices or treatment provided that the requirements of Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in this Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date5.9 are otherwise satisfied.

Employees and Offers of Employment. (a) Newco Buyer may, but ---------------------------------- shall have no obligation to, offer employment to any 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, Seller shall provide to Buyer a list of all then Active Employees of the 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 Affiliates ("BUYER'S LIST"). On the Closing Date, Buyer shall offer employment to commence all Active Employees of the System on Buyer's List; provided, that -------- Buyer may terminate at any time after the Closing Date to all Transferred Employeesthe employment of any employee who accepts such offer; and, provided thatfurther, for any Transferred Employee that in the case of an employee who is on vacationshort term disability leave, approved illness absence, an authorized leave of absence (including a leave of absence under the Family and Medical Leave Act), long-term disability or military service leave of absence or lay-off with recall rights as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers such offer of employment shall be at made as of the same respective locations as those at which date that such Transferred Employees are employed immediately prior to leave, military service or lay-off ends. For purposes of this Article 10, the Closing. Subject to Applicable Law and this Agreementterm "ACTIVE EMPLOYEE" shall also include any Person who, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee. (b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on the Closing Date, Newco shall assume all responsibility is actively employed by Seller and liability for all matters arising out 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 relating to Transferred Employees and Transferred Beneficiaries regardless lay-off with recall rights as of whether such matter arises from or relates to events prior to, on or after the Closing Date, but shall exclude any other inactive or former employee including but not limited to (i) accrued but unpaid wagesany Person who has been on long- term disability leave or unauthorized leave of absence or who has terminated his or her employment, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees retired or Transferred Beneficiaries whether died on or not reported as of before the Closing Date Date. Any such offers shall be at such salary or wage and all expenses of administration of benefit levels and on such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (iv) all claims relating to the other terms and conditions as Buyer shall in its sole discretion deem appropriate. The employees who accept and report for work with Buyer on the day after Closing are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEES". Seller will not take, and will cause each of employmentits subsidiaries not to take, hiringany action which would impede, firinghinder, supervision, occupational safety and health, workplace, wages and hours promotion, employment practices interfere or treatment of Transferred Employees or Transferred Beneficiaries; provided, however, that otherwise compete with respect Buyer's effort to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing Date.hire any

Employees and Offers of Employment. (a) Newco With respect to the Thrust Reverser Business, the Company shall offer or cause one of its Affiliates to offer employment to commence on the Closing Date to all Transferred Employees; provided thatEmployees and shall be a successor employer for all employment matters with respect to Transferred Employees as of the Closing Date, for any Transferred Employee except that in the case of former employees of such Business who is exercise recall rights under a collective bargaining agreement or employees of such Business who are on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act)due to illness, long-term disability or disability, workers' compensation, military service or other authorized leave of absence as of the ClosingClosing Date, the foregoing obligations of the Company to offer employment and to become a successor employer shall remain open until arise only upon such recall or the date he expiration of any such leave of absence period, in either case which shall occur within 12 months following the Closing Date. (For purposes of this Exhibit IV, with respect to any such employees or she is able to return to active employment to former employees who become employed by the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco Company within 12 months of the Closing Date in accordance with the terms foregoing, such employees shall become Transferred Employees on the date of reemployment by, or return to work with, the Company and any obligations of the applicable bargaining agreementCompany to "Transferred 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 continue employment with such Business immediately following the Closing Date. Each Transferred Employee shall initially be offered a position by Newco (or shall continue in a position, as applicable) similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and bonus, incentive plans (other than commissions) and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates 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 immediately prior to the ClosingClosing Date. Subject 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 leave of absence) together with the annual rate of pay and any bonus, if applicable, paid to Applicable Law and this Agreement, Newco shall have each such employee during the right to dismiss any Transferred Employee at any time, with or without causepreceding 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 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 change determine vacation eligibility and unpaid vacation for the terms calendar year in which the Closing Date occurs. Not later than 45 days following the Closing Date, LM shall provide the Company with a list of employment employees of any Transferred Employeethe Businesses which, on a preliminary basis, estimates the accrued pension benefit for each such employee. LM shall provide the Company with a final listing of such employees showing each employee's accrued pension benefit as soon as practicable thereafter. (b) Lockheed Xxxxxx LM shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., . ("WARN") with respect to events which occur prior to the Closing Date and Newco the Company shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date. (c) Commencing on Subject to Section 4.10(b) of this Agreement, LM will not take, and will cause each of its Affiliates not to take, any action which would impede, hinder, interfere or otherwise compete with the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of Company's efforts to hire or relating to retain any Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii) all incurred but not reported claims for life insurance, medical, disability or similar benefits; (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 Transferred Employees or Transferred Beneficiaries; provided, however, that with respect to any responsibility and liability relating to a Camden Transferee for a matter described in clause (iv), Newco shall only assume such responsibility and liability if it arises from or relates to (A) a matter described in Section B.09 of the Disclosure Schedule, or (B) events occurring on or after the Closing DateEmployees.