Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. (a) Effective as of the day following Closing, Buyer shall make offers of employment to the employees listed on Schedule 6.01 (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). Each such offer shall include (i) base salary or base wages which is the same as was in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the day following Closing. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective as of the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by such Transferred Employee. (d) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").

Employees and Offers of Employment. (a) Effective Prior to the Closing Date, but effective as of the day following Closing, Buyer shall make offers of employment or consulting to the employees of U.S. Seller primarily engaged in the Business who are listed on Schedule 6.01 SCHEDULE 7.01 (each such person, upon accepting an offer of employment from Buyer, a "Transferred EmployeeTRANSFERRED EMPLOYEE"). Each such offer Buyer shall include be responsible for the payment of all direct costs and expenses related to the Transferred Employees beginning on September 1, 2002 as set forth on Schedule 2.04. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent Buyer from (i) base salary or base wages which is the same as was terminating any Transferred Employee in effect immediately prior to the Closing Date its sole discretion at any time and (ii) employee benefits amending or terminating any Buyer Plan (other than as set forth defined in clause (iSection 7.01(b) below)) which are the same as those provided to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the day following Closing. (b) As Effective as of August 1, 2004the Closing, all Transferred Employees shall cease have voluntarily ceased active participation in all Employee Plans and Benefit Arrangements of the SellerArrangements. As of August 1, 2004such date, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer PlanBUYER PLAN") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective Solely to the extent that any Buyer Plan becomes applicable to any Transferred Employee and solely to the extent that any Buyer Plan, as of currently in effect, recognizes the day following Closingapplicable time period, Buyer shall credit each grant, or cause to be granted, to such Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by credit for such Transferred Employee's service with the Business (and any predecessor business of the Business) for 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 (but not for purposes of any pension or retirement benefits). (d) The To the extent that any Buyer Plan that provides medical, dental, or health benefits becomes applicable to any Transferred Employee, Buyer shall have sole responsibility for "continuation coverage" benefits provided use commercially reasonable efforts to waive, or cause to be waived, any waiting periods, pre-existing condition exclusions and actively-at-work requirements to the extent met under the Buyer's group health plans applicable Employee Plan or Benefit Arrangement as of September 1, 2002 and, as to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" the plan year in which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date occurs, shall use commercially reasonable efforts to provide that any expenses incurred under the applicable Employee Plan or Benefit Arrangement on or before the date 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 to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after maximum out-of-pocket provisions under the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA")Buyer Plan.

Employees and Offers of Employment. (a) Effective The Seller and ---------------------------------- the Buyers agree to cooperate reasonably during the period prior to the Closing Date to ensure the continuity of the workforce of the Business, including without limitation the Transferred Employees, and to preserve the human resources of the Business, including without limitation the Transferred Employees. In furtherance thereof, between the date of this Agreement and the Closing Date, except where Applicable Law provides for an automatic transfer of employees upon the transfer of a business as a going concern, Buyer A and Buyer B or their Affiliates shall offer employment commencing as of the day following Closing, Buyer shall make offers of employment Closing Date to the employees each Transferred Employee listed on Schedule 6.01 8.1 who, on the Closing Date, is actively employed or who is absent from work by 77 reason of vacation, injury, sick leave, short-term disability or due to authorized leave of absence or military service, or, solely with respect to any Transferred Employee to whom U.K. or Canadian law applies, long-term disability. (b) Until December 31, 2002 (or longer, if required by law) (the "BENEFITS CONTINUATION PERIOD"), the Buyers or their Affiliates will provide ------------------------------ each Business Employee (including each Transferred Employee) who continues his or her employment with one of the Buyers or their Affiliates ("ASSUMED ------- EMPLOYEES"), and shall cause any individual or entity which becomes an employer --------- of any Assumed Employee through the acquisition from the Buyers or any Affiliate of the Buyers of any portion of the Business ("SUCCESSOR BUYER") to provide to ---------------- each such personAssumed Employee (subject to such Assumed Employee's continued employment with Buyer A, upon accepting an offer Buyer B, any Affiliate of employment from either Buyer or any Successor Buyer), a "Transferred Employee"). Each such offer shall include (i) base salary levels at least equal to that provided to such Assumed Employee immediately prior to the Closing Date, and provide overall employee benefits, including all defined contribution and defined benefit pension benefits (but excluding for these purposes any plans that provide for equity or base wages which is equity-based compensation), to Assumed Employees that are no less favorable, in the same as was in effect aggregate, than those provided immediately prior to the Closing Date to Assumed Employees generally, except for any changes made to comply with Applicable Law or Tax qualification nondiscrimination rules. After the end of the Benefits Continuation Period, and subject to Applicable Laws, the Buyers shall provide or shall cause to be provided, and shall cause any Successor Buyer to thereafter provide, base salary and overall benefits (including retiree benefits) to Assumed Employees that are no less favorable, in the aggregate, than those then provided to similarly-situated employees of Buyer A or Buyer B (or such Successor Buyer), as applicable. (c) Each of the Buyers shall credit, and shall cause each of their Affiliates to credit, Assumed Employees for service with the Seller, JES, and their respective current and former Affiliates for all purposes (including, without limitation, benefit accrual) under each employee benefit and fringe benefit plan, program or arrangement of Buyer A or Buyer B and their respective Affiliates (the "BUYERS' BENEFIT PLANS"), as applicable, in which such Assumed --------------------- Employees are eligible to participate to the extent such service was credited under a comparable plan of the Seller, JES or their respective Affiliates in which the Assumed Employees participated, and shall cause any Successor Buyer with respect to Assumed Employees to credit such Assumed Employees with service with the Seller, JES, any of the Buyers and their respective current and former Affiliates under any employee benefit and fringe benefit plan, program or arrangement of such Successor Buyer (unless, in either case, such credit would result in a duplication of benefits). Each of the Buyers shall waive, and shall cause their respective Affiliates and Affiliates of any Successor Buyer to waive, any and all service requirements with respect to eligibility of any Assumed Employee to participate in any Buyers' Benefit Plan or similar plan or arrangement of any such Successor Buyer, at which time the Buyers or the Successor Buyer and their respective Affiliates shall cause such plan, program or arrangement to (i) waive any preexisting condition limitations (to the extent such limitations were inapplicable to an Assumed Employee immediately before such arrangement was made available to such Assumed Employee) and (ii) employee benefits (other than as set forth in clause (i)) which are honor any deductible and out-of-pocket expenses incurred by the same as those provided Assumed Employees and their dependents under similar Company Plans during the portion of the plan year prior to similarly situated employees of Buyer and its Affiliatessuch participation. Nothing in this Agreement shall restrict, limit or interfere with the right ability (after the Closing Date) of the Seller, the Buyers, any Successor Buyer or their respective Affiliates to terminate, amend or replace any particular agreement, plan or program, or terminate the employment of any Transferred Employee following person; provided that the day following Closingrequirements of this Article 8 otherwise are satisfied. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective as of the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by such Transferred Employee. (d) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").

Employees and Offers of Employment. (a) Effective It is acknowledged that as of soon as reasonably practicable following the day following Closingdate hereof, Buyer shall make offers offer, or cause one of its Affiliates to offer, employment (which will be effective immediately following Closing) to the employees listed on Schedule 6.01 at least thirty-five (each such person, upon accepting an offer of employment from Buyer35) Business Employees, a "Transferred Employee")list of which Business Employees Buyer shall provide to Seller as soon as reasonably practicable following the execution of this agreement, which list, when so provided, shall be deemed to be Schedule 8.01(a)(i) to this Agreement. Each such offer of employment shall include be conditioned upon (i) base salary the completion of Buyer’s customary employment requirements, including background checks and security clearance procedures, (ii) the satisfaction of any Governmental Authority requirement in a manner that is reasonably acceptable to Buyer, and (iii) the Closing. Any Business Employee who is not made an offer of employment, or base wages which who is the same as was in effect immediately determined by Buyer prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees have failed any pre-employment requirements, or with respect to whom Buyer has determined it cannot reasonably satisfy any such Governmental Authority requirement, shall not become employed by Buyer or any of Buyer and its Affiliates, and Seller shall be and remain solely responsible for the continued employment of such persons to the complete exoneration of Buyer. Nothing Promptly after the date hereof, Seller shall provide, and shall cause its Affiliates to provide, reasonable access to the Business Employees identified on Schedule 8.01(a)(i), and shall assist Buyer in this Agreement enabling it to obtain pre-employment materials from each such Business Employee prior to Closing, and, to the extent permitted by Applicable Law, such information regarding such employees as is contained in any personnel records. Each Business Employee identified on Schedule 8.01(a)(i) who becomes employed by Buyer or an Affiliate of Buyer, shall limit be referred to herein as a “Transferred Employee.” Notwithstanding anything contained to the right contrary in Buyer’s severance plan, in the event Buyer or any of Buyer to terminate its Affiliates terminates the employment of any Transferred Employee without “Cause” (for purposes of this Section 8.01, “Cause” shall means “cause” as applied generally under arrangements applicable to Buyer’s employees who are similarly situated to the Transferred Employee) at any time during the one year period immediately following the day following Closing. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective as of the day following Closing, Buyer shall credit each provide such Transferred Employee with severance payments and COBRA premium waiver for benefits that such Transferred Employee is eligible to receive for the number period of vacation and sick days accrued and not used time in accordance with the schedule set forth on Schedule 8.01(a)(ii) based on pay as of the Closing by date hereof; provided that such Transferred Employee. (d) The Employee shall receive credit for the term of his or her employment with Seller or any of its Affiliates for purposes of determining the severance payments and COBRA premium waiver to which he or she is entitled; and provided further that such severance payments would be offset against any severance payment that such Transferred Employee receives under Buyer’s severance plan; and provided further that such Transferred Employee shall be required to sign Buyer’s standard form separation agreement provided to Buyer’s severance eligible employees. Nothing in this Section 8.01, express or implied, shall be construed to prevent Buyer shall have sole responsibility for "continuation coverage" benefits provided under or any of its Affiliates from terminating the Buyer's group health plans to all employment of any Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect Employee or modifying to any "qualifying event" which occurs on extent or after in any respect the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees terms and former employees, and "qualified beneficiaries" conditions of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, employment (including any "qualifying event" which results from benefit plan that Buyer or any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA"its Affiliates may establish or maintain).

Employees and Offers of Employment. (a) Effective Prior to the Closing Date, but effective as of the day following Closing, Buyer shall make offers of employment to the employees listed on Schedule 6.01 3.15 (a) (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). Each such offer shall include (i) base salary or base wages which is the same as was similar to that in effect for each of them immediately prior to the Closing Date as modified to be consistent with Buyer's employment policies and practices for similarly situated employees of Buyer and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the day following ClosingClosing Date. (b) As of August 1, 2004the Closing Date, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the SellerArrangements. As of August 1, 2004the first day following the Closing Date, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers Buyer and its Affiliates. (c) Effective as of To the day following Closingextent that any Buyer Plan becomes applicable to any Transferred Employee, Buyer shall credit each grant, or cause to be granted, to such Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by credit for such Transferred Employee's service with the Business (and any predecessor business of the Business) for 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) The To the extent that any Buyer shall have sole responsibility for "continuation coverage" Plan that provides medical, dental, health or other, similar benefits provided becomes applicable to any Transferred Employee, Buyer shall, if and to the extent permitted by such Buyer Plan, waive, or cause to be waived, any waiting periods, pre-existing condition exclusions and actively-at-work requirements to the extent met under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" applicable Employee Plan or Benefit Arrangement as of Transferred Employees, with respect to any "qualifying event" which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans and, as to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" the plan year in which occurs prior to the Closing Date occurs, shall provide that any expenses incurred under the applicable Employee Plan or Benefit Arrangement on or before the date 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 to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after maximum out-of-pocket provisions under the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA")Buyer Plan.

Employees and Offers of Employment. (a) Effective as of On the day following ClosingClosing Date, Buyer shall make offers of offer employment to all Business Employees except for Xxx Xxxxxx; PROVIDED that Buyer may terminate at any time after the employees listed on Schedule 6.01 Closing Date the employment of any employee who accepts such offer (each such personPROVIDED, upon accepting an offer of employment from BuyerHOWEVER, a "Transferred Employee"that Buyer shall not take or omit to take, and shall not cause any Acquired Subsidiary to take or omit to take, any action that could result in any liability to Seller or its Affiliates under the WARN Act). Each Seller shall use its reasonable best efforts to cooperate in facilitating the performance of Buyer's obligation to make such offer offers. Any such offers shall include (i) base be at such salary or base wages which wage which, in the aggregate, is the same as was in effect no less favorable than that provided to Business Employees immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated Date. The employees of offered employment by Buyer and who accept and commence such employment are hereinafter collectively referred to as the "TRANSFERRED EMPLOYEES". Seller will not take, and will cause each of its Affiliates. Nothing in this Agreement shall limit the right of Buyer Subsidiaries not to terminate the employment of take, any Transferred Employee following the day following Closingaction which would impede, hinder, interfere or otherwise compete with Buyer's effort to hire any Business Employees. (b) As Schedule 9.01 sets forth a true and complete list of August 1(a) all material severance agreements, 2004policies, plans, and programs of Seller other than statutory severance plans or programs, (b) all material employment agreements with Business Employees, including any agreement containing a change-in-control provision, other than standard form employment agreements, and (c) all material retention agreements or arrangements existing or anticipated between Seller and any Business Employee. Following the Closing, Buyer shall, or shall cause the Acquired Subsidiaries, to honor all obligations under any employment or severance agreements or arrangements as set forth in Schedule 9.01 hereto covering any Transferred Employee. Buyer shall honor all vacation, personal and sick days accrued by Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1under any plans, 2004, all Transferred Employees shall be permitted to participate in the planspolicies, programs and arrangements of Seller or any Acquired Subsidiary immediately prior to the Closing and, except as to those employees covered under any Collective Bargaining Agreements, Buyer shall provide, or shall cause the Acquired Subsidiaries to provide, Transferred Employees from the Closing Date through December 31, 2000 with (A) annual salary or wage that is not less than the annual salary or wage which they were receiving immediately prior to the Closing Date, and (B) benefits which, in the aggregate, are substantially comparable to those benefits provided to such employees immediately prior to the Closing Date. Subsequent to the Closing Date, Buyer shall be under no obligation to provide to any Transferred Employees any defined pension plans, or any post-employment, medical, dental or life insurance programs, unless required under any applicable law. Buyer shall maintain, or shall cause to be maintained, a "cafeteria plan", as defined in Section 125 of the Code, under which health care and dependant care flexible spending accounts are maintained with respect to Transferred Employees on no less favorable terms than the cafeteria plan maintained by Seller for at least until the last day of the current plan year of the Seller's cafeteria plan. (c) With respect to each employee benefit plan of Buyer or its Affiliates in which a Transferred Employee may participate (including any defined benefit and defined contribution plans), for purposes of determining eligibility to participate, vesting and entitlement to benefits (including for severance benefits, vacation entitlement and service awards), service with the Seller or its Affiliates shall be treated as service with Buyer and its Affiliates relating Affiliates; PROVIDED, HOWEVER, that such service shall not be recognized to compensation the extent that such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any preexisting condition limitations. Transferred Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such payments had been paid in accordance with the terms and conditions of the employee benefits (each, a "plans of Buyer Plan") on the same terms as similarly situated employees of Buyers and or its Affiliates. (cd) Effective as of Following the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation assume and sick days accrued and not used honor all obligations under any Collective Bargaining Agreement as of the Closing by such Transferred Employee. (d) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs may exist on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become covering any Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").

Employees and Offers of Employment. Buyer or one or more of its designees shall offer employment to each active employee of the Business whose place of work is in Korea, Singapore or Canada, such employment to commence upon the Closing (a) Effective including each employee of the Business whose place of work is in Korea, Singapore or Canada who is on short term disability or any authorized leave of absence as of the day following Closing, Buyer shall make offers of employment to the employees listed on Schedule 6.01 (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"Closing Date). Each member of Seller Group shall use its reasonable efforts to ensure that all employees accept such offer offers of employment. Such employees who accept and commence employment with Buyer or one or more of its designees are hereinafter collectively referred to as the "Transferred Employees." Any such offers shall include (i) base salary or base wages which is benefits substantially comparable in the same as was in effect aggregate to benefit levels provided immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are Date; provided that the same as those provided to similarly situated employees annual base salary of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the day following Closing. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective as of the day following Closing, Buyer shall credit each Transferred Employee with shall be no less than that on the number date hereof; provided further that neither Buyer nor its designees shall assume Liability for any retention, severance, change in control or similar agreements between any member of vacation Seller Group, the Alias Companies or the Subsidiaries and sick days accrued and not used any employee of the Business in effect as of the Closing Date unless (and solely to the extent) such retention, severance, change in control or similar agreements are disclosed on Schedule 9.01, and Seller Group shall retain or assume and indemnify each of the Buyer Indemnitees against and agree to hold each of them harmless on an as incurred basis from any and all Damages incurred or suffered by any Buyer Indemnitee arising out of any retention, severance, change in control or similar agreements required to be disclosed, but not disclosed, on Schedule 9.01. Except as set forth on Schedule 9.01, as required by applicable law or with respect to employees in Canada employed on a fixed term basis, each member of Seller Group agrees that all Transferred Employees are "at will" and are not entitled to receive severance upon ceasing to be employed. In the case of employees in Canada employed on a fixed term basis, such offer shall be for employment for the balance of the fixed term. Nothing herein shall limit Buyer's ability to terminate any Transferred Employee. (d) The Employee at any time for any reason. Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect no Liability relating to any "qualifying event" which occurs employee or former employee of any member of Seller Group (including any employee of any member of Seller Group who is on long term disability or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees workers compensation) who do does not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA")a Continuing Employee.

Employees and Offers of Employment. (ai) Effective The Sellers and Buyers agree to reasonably cooperate 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 the Closing. Prior to the Closing Date, all general communications between the Buyers and any group of Business Employees shall be coordinated with the Sellers; provided, that Sellers shall use commercially reasonable efforts to cooperate with the Buyers to maintain continuity of the workforce of the Business prior to the Closing and will not intentionally take any action to prevent the transfer of or otherwise cause a Business Employee not to transfer to the Buyer. Subject to applicable Laws or the provisions of collective bargaining agreements and works council agreements, (x) Sellers shall cooperate with Buyers to publish and distribute a notice (in either paper or electronic format) in a manner reasonably expected to be received by Business Employees within a reasonable period of time (but not later than 60 days) following the date hereof informing the Business Employees that those Business Employees who decline the Buyer’s offer of employment will be terminated by the Sellers as of the day following Closing and (y) Sellers shall terminate the employment, as of the Closing, Buyer of any Business Employee who does not become a Transferred Employee. As soon as reasonably practicable following the date of this Agreement, the Buyers and Sellers shall make cooperate to arrange for meetings with the Seller’s key employees and Business Employees at which the Buyers shall have an opportunity to describe its expectations regarding the integration of the Business (including the Sold Companies) and prospective employment of the Business Employees with the Buyers. Such meetings shall be scheduled at such times so as not to unreasonably interfere with the ongoing operation of the Business. (ii) Prior to the Closing Date, one or more of the Buyers shall offer employment, with comparable job responsibilities as those performed prior to the Closing Date, to 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 active employment is protected by Law or Order). (iii) Such offers of employment to the employees listed on Schedule 6.01 (each such person, upon accepting described in Section 5.9(a)(ii) shall include an offer of employment from Buyer, a "Transferred Employee"). Each such offer shall include (i) base salary (or base wages which is wages), commission rates (if applicable), target annual cash bonus opportunity (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 same transactions contemplated herein), long-term incentive opportunities, and overall employee benefits that, in the aggregate (subject to applicable Laws, works council and collective bargaining agreements), are not less than the compensation and employee benefits, as was in effect with respect to such Business Employee immediately prior to the Closing Date, and otherwise shall be consistent with this Section 5.9. (iv) Buyers’ offers of employment shall not require any Business Employee to relocate during the one year period following the Closing to a work location more than 20 miles from such Business Employee’s work location immediately prior to the Closing. (v) As of the Closing Date or, with respect to any Business Employee on an 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, each Business Employee whose employment automatically transfers to a Buyer by operation of local Law, and each employee of the Sold Companies (iiherein collectively referred to as “Transferred Employees”) shall become an employee of one or more of the Buyers (or the Sold Companies, as applicable). (vi) 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-based compensation plan, including the Performance Share Plan) that are no less favorable, in the aggregate, than as those provided on average to Transferred Employees immediately prior to the Closing Date; provided, however, that any specific provision regarding employee benefits set forth elsewhere in clause (i)) which this Section 5.9 shall take precedence over the foregoing general obligation with respect to the benefits that are the same subject of such specific provision. (vii) Notwithstanding anything herein to the contrary, nothing in this Agreement shall alter the at-will nature of any Transferred Employee’s employment (with the exception of Transferred Employees who have employment agreements as those provided to similarly situated employees disclosed on Schedule 5.9(j), all of Buyer and its Affiliateswhich shall be assumed by the Buyer). Nothing in this Agreement shall restrict, limit or interfere with the right ability (after the Closing) of Buyer the Sellers, Buyers or their respective Affiliates to terminate, amend or replace any particular agreement, plan or program, to alter the terms and conditions of employment or terminate the employment of any Transferred Employee following person, provided that the day following Closingrequirements of this Section 5.9 are otherwise satisfied. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective as of the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by such Transferred Employee. (d) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").

Employees and Offers of Employment. (a) Effective as The Buyer shall have the right, but not the obligation, to offer employment to any employees of the day following ClosingSeller, Buyer shall make offers in the Buyer's sole discretion, that perform services in connection with the Business. Schedule 7.01(a) sets forth the names of employment to the employees listed on Schedule 6.01 to whom the Buyer may offer employment (each such person, upon accepting an offer of employment from Buyer, a "Potentially Transferred Employee"). Each Except as otherwise provided herein, any such offer offers shall include (i) base be at such salary or base wages which is wage and benefit levels and on such other terms and conditions as the same Buyer shall in its sole discretion deem appropriate. The Buyer shall have the right, but not the obligation, to offer to the Potentially Transferred Employees bonuses or any other consideration (at such time as was may be agreed between the Buyer and such employees) for their assistance to the Buyer in effect immediately connection with effecting the transition of the Business to the Buyer. The employees who accept and commence employment with the Buyer on or prior to the Closing Date are heretofore and hereinafter collectively referred to as the "Transferred Employees." The Buyer may, in compliance with applicable Law, interview and conduct background investigations with respect to any Potentially Transferred Employee, and the Seller will not take any action that would impede, hinder, interfere or otherwise compete with the Buyer's effort to hire any Transferred Employees. Upon Potentially Transferred Employees becoming Transferred Employees, the Seller shall provide the personnel records of such Transferred Employees to the Buyer; provided, however, that the Seller shall have no obligation to provide such records in the event that the provision of such records is prohibited by applicable Law. (b) To the extent that any Transferred Employee is eligible to participate in any employee benefit plan of the Buyer or any of its Affiliates (i) such employees shall receive full credit for purposes of determining future vacation entitlement and (ii) such employees shall participate in the Buyer employee benefits (other benefit plans on terms that are no less favorable than as set forth in clause (i)) which are the same as those provided offered to similarly situated employees of Buyer and its Affiliatesthe Buyer. Nothing Notwithstanding anything to the contrary herein, in this Agreement no event shall limit the right of Buyer to terminate the employment of any period during which a Transferred Employee following the day following Closing. (b) As was on a sabbatical be counted for purposes of August 1calculating prior service credit under any Buyer plan, 2004policy, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliatesprogram or other arrangement. (c) Effective as The Seller shall pay, or otherwise be responsible for, and shall indemnify the Buyer against all amounts due and benefits accrued or earned on or before the Closing Date under any Plan to or by any Transferred Employee on or before the Closing Date. The Buyer shall pay, or otherwise be responsible for, and shall indemnify the Seller against all amounts due and benefits accrued or earned after the Closing Date by any Transferred Employee under any employee benefit plan, policy, program or other arrangement maintained by the Buyer or any of its Affiliates, including, but not limited to, any severance obligations to the Transferred Employees by reason of their termination of employment with the Buyer. If a current employee of the day Seller, other than those employees set forth on Schedule 7.01(c) or a Transferred Employee for which no reimbursement shall be due, becomes a full-time employee of the Buyer within six months of the date hereof or becomes a consultant of the Buyer who works a minimum of 200 hours for the Buyer during the one hundred eighty (180) days immediately following Closingthe Closing Date, the Buyer shall credit each Transferred Employee promptly reimburse the Seller fifty percent (50%) of the severance payment actually paid by the Seller to such employee, if any, in connection with such employee's termination of employment with the number of vacation and sick days accrued and not used as of Seller; provided, however, that the Closing by Seller may elect to waive such Transferred Employeeright to reimbursement. (d) The Buyer Neither the Seller nor any of its Affiliates shall have sole responsibility for "continuation coverage" benefits provided under modify, amend or otherwise alter any non-competition or other similar restrictions with any Potentially Transferred Employee (or any former employee of the Seller that would be a Potentially Transferred Employee if in the employ of the Seller on the date hereof) without the prior written consent of the Buyer, and the Seller shall not waive, and the Seller shall use its reasonable efforts to enforce, at the Buyer's group health plans expense (provided that, any such expense has been previously approved by the Buyer in writing), such non-competition or other restrictions in connection with any violation thereof. The Seller hereby agrees to all forever release (and to cause any Affiliate to release) any Potentially Transferred Employees, and "qualified beneficiaries" Employee who becomes a Transferred Employee or any employee of Transferred Employees, with respect to the Seller (or any "qualifying event" which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior Affiliate) who becomes a consultant to the Closing Date and Buyer from the provisions of any non-competition, non-disclosure or other similar restrictions relating to all Seller employees who do not become the Purchased Assets to the extent necessary to allow (x) such Potentially Transferred Employees, and their "qualified beneficiaries," with respect Employee to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any accept such Seller employee's loss offer of employment on with the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have Buyer or (y) such employee to accept a consulting engagement with the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA")Buyer.

Employees and Offers of Employment. (a) Effective On the Closing Date, Buyer shall offer employment in a comparable position to all Business Employees (other than Business Employees of the Acquired 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 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 for any Transferred Employee (as defined below) who accepts such offer; provided, however, that Buyer shall not take or omit to take, and shall not cause the Acquired Subsidiary to take or omit to take, any action that could result in any liability to any of the Sellers or their Affiliates under the WARN Act. Sellers shall use their commercially reasonable efforts to cooperate in facilitating the performance of Buyer's obligation to make such offers. Any such offers shall be at such base salary and 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 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 accept and commence such employment in accordance with this Section 9.01, together with all Business Employees of the Acquired Subsidiary, are hereinafter collectively referred to as the "Transferred Employees". Unless otherwise provided herein, Sellers shall retain all liability for Transferred Employees for all time periods prior to the date each Transferred Employee commences employment as 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 day following Closing, Closing Date. (b) Buyer shall make offers honor and assume or cause the Acquired Subsidiary to maintain all vacation, personal and sick days accrued by Transferred Employees under any plans, policies, programs and arrangements of employment to the employees listed on Schedule 6.01 (each such person, upon accepting an offer Cambrex or any of employment from Buyer, a "Transferred Employee"). Each such offer shall include (i) base salary or base wages which is the same as was its Affiliates in effect immediately prior to the Closing (to the extent taken into account in determining the Closing Date Working Capital Amount) and, except as to those employees covered under any Collective Bargaining Agreements, Buyer shall provide, and shall cause its Affiliates and the Acquired Subsidiary to provide, Transferred Employees from the Closing Date through the first anniversary of the Closing Date (the "Continuation Period") with (A) annual base salary and bonus opportunity that is not less than the annual base salary and bonus opportunity which they were receiving immediately prior to the Closing Date, and (iiB) employee benefits which in the aggregate (other than as set forth excluding retiree medical benefits and any benefit provided under a defined benefit plan but including medical and dental payments plans, 401(k) plans and severance arrangements) are competitive in clause (i)) which are the same as those provided industry for companies of comparable size and in similar locations. Notwithstanding the foregoing, nothing contained herein shall be deemed to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of entitle any Transferred Employee following the day following Closing. (b) As to any severance or other form of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans separation pay by reason of his or her ceasing to be an employee of Sellers and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements becoming an employee of Buyer and or any of its Affiliates relating pursuant to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliatesthis Agreement. (c) Effective For purposes of determining eligibility to participate and vesting with respect to any plan, program or arrangement of Buyer or its Affiliates in which a Transferred Employee may participate (including any defined benefit and defined contribution plans), and for purposes of determining entitlement to severance benefits, vacation and service awards, service with any Sellers and their Affiliates shall be treated as service with Buyer and its Affiliates; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements and the day following application of any preexisting condition limitations. Transferred Employees shall be given credit for amounts paid under a corresponding Plan during the calendar year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such payments had (d) Following the Closing, Buyer shall credit each Transferred Employee with the number of vacation assume and sick days accrued and not used honor all obligations under any Collective Bargaining Agreement as of the Closing by such Transferred Employee. (d) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs may exist on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any including, without limitation, the CasChem Collective Bargaining Agreement, as such Seller employee's loss of employment on Collective Bargaining Agreement may be extended as provided in Section 5.10. (e) Buyer and Sellers agree that the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B payroll Taxes of the Code and Sections 601Transferred Employees shall be treated in accordance with the Alternate Procedure of Section 5 of Revenue Procedure 96-608 of ERISA ("COBRA")60.

Employees and Offers of Employment. (a) Effective as of Prior to the day following ClosingClosing Date, Buyer shall make have extended, or shall have caused one of its Affiliates to extend, offers of employment to the employees each Service Provider (excluding any Key Employees) listed on ‎Section 9.01(a) of the Seller Disclosure Schedule 6.01 (each, a “Business Employee”), subject to Buyer’s customary employee screening and onboarding procedures; provided that, with respect to any Business Employee who is, as of the Closing, on a leave of absence from his or her employment, other than a long-term leave of absence (each, an “On-Leave Business Employee”), Buyer shall not be required to extend (or cause to be extended) such On-Leave Business Employee an offer of employment unless and until such On-Leave Business Employee returns to active employment status within three months following the Closing Date; and provided, further, that Buyer shall not be required to extend (or cause to be extended) an offer of employment with respect to any 60 Business Employee who is, as of the Closing, on a long-term leave of absence. For the avoidance of doubt, until such time as an On-Leave Business Employee accepts Buyer’s offer of employment and returning to active status pursuant to this Section 9.01(a), Buyer shall not have any Liability with respect to such On-Leave Business Employee and Seller and its Affiliates shall retain any and all Liabilities with respect to such On-Leave Business Employee. The Closing Date, or for each On-Leave Business Employee who commences employment with Buyer or its Affiliate after the Closing Date, such later date when such On-Leave Business Employee commences such employment, is hereinafter referred to as the “Transfer Date.” (a) Seller shall (i) reasonably cooperate with Buyer and its Affiliates to facilitate the consideration by Buyer of each Business Employee for employment with Buyer or one of its Affiliates, (i) to the extent permitted by Applicable Law, provide such Business Employee information as reasonably requested by Buyer in connection with such consideration and (i) provide Buyer and its Affiliates with reasonable access to each such personBusiness Employee to enable Buyer and its Affiliates to discuss the potential employment of such Business Employee with Buyer and its Affiliates. Seller shall not interfere with any attempt by Buyer or any of its Affiliates to employ any Business Employee, upon including by discouraging any Business Employee from accepting an offer of employment with Buyer or any of its Affiliates or by making a competing offer or by any other action reasonably expected to dissuade any Business Employee from Buyeraccepting any such offer of employment. In addition, Seller shall not (and shall cause its Subsidiaries not to) enforce against any Business Employee any non-competition, non-solicitation or similar contractual obligations or forfeiture provisions that would restrict or prohibit such Business Employee from accepting or commencing employment with Buyer or its Affiliates. Each Business Employee who accepts or is deemed by Applicable Law to have accepted an offer of employment and commences active employment with Buyer or any of its Affiliates shall be referred to herein as a "Transferred “New Buyer Employee"). .” Each such offer of employment shall include conform to the requirements of Section 9.01(c) and, unless otherwise agreed by the Parties, shall (i) base salary be (x) for a position that is comparable to the type of position held by the relevant Business Employee as of or base wages which is during the three months prior to the Closing and (y) at the same as was in effect general geographic work location applicable to such Business Employee immediately prior to the Closing Closing. (b) Buyer shall, or shall cause one of its Affiliates to, provide each New Buyer Employee with, for a period of not less than 12 months following the New Buyer Employee’s Transfer Date (or such shorter period during which the New Buyer Employee is employed with Buyer or its Affiliates), (i) a base salary or wage rate and (ii) employee benefits (other than as set forth equity, equity-based or phantom equity compensation, pension benefits, retiree medical or other retiree welfare benefits, retention, change in clause (i)control or transaction-based compensation or severance pay or benefits) which that, in each case, are substantially comparable in the same as aggregate to those provided to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right (or any Affiliate of Buyer to terminate the employment of any Transferred Employee following the day following Closing. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its AffiliatesBuyer). (c) Effective Prior to the date of each New Buyer Employee’s commencement of employment with Buyer or an Affiliate of Buyer pursuant to an employment offer made under Section 9.01(a), Seller shall pay, or cause to be paid, to such New Buyer Employee any earned but unpaid annual incentive compensation under Seller’s incentive arrangements (which arrangements shall not constitute Transferred Plans) with respect to the portion of the 2021 calendar year preceding the Closing Date, computed based on the applicable target incentive amount for the New Buyer Employee under Seller’s incentive arrangements in effect as of immediately prior to the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by such Transferred Employee. (d) The On or promptly following the Closing Date, all paid time off and sick leave accrued and unused by each New Buyer Employee that is set forth on ‎Section 9.01(e) of the Seller Disclosure Schedule (which schedule may be updated up to five days prior to the Closing Date), shall carry over and be available for use by such New Buyer Employee as an employee of Buyer following the Closing Date. (e) Except as otherwise expressly provided herein, Seller and its Affiliates will retain all liabilities and obligations under Employee Plans and no assets or liabilities of any Employee Plan will be transferred to any employee benefit plan maintained by Buyer and no New Buyer Employee shall accrue any benefits under any Employee Plans in respect of service with Buyer or any of its Affiliates after such employee’s Transfer Date. Notwithstanding the foregoing, Seller and its Affiliates shall transfer to Buyer the Employee Plans set forth in ‎Section 9.01(f) of the Seller Disclosure Schedule (the “Transferred Plans”) and any assets reasonably related thereto, and Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employeesassume, and "qualified beneficiaries" fully and timely satisfy all obligations under such Transferred Plans. (f) Seller and its Affiliates shall remain responsible for all obligations, Liabilities and commitments in respect of Transferred Employeesseverance, accrued paid time off, sick leave benefits or other separation benefits (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) (the “Termination Costs”) arising out of, relating to or in connection with (i) any Service Provider who is not a Business Employee, and (ii) any Business Employee who declines an offer of employment made in accordance with ‎Section 9.01(a) or is refused an offer of employment due to failure to satisfy Buyer’s customary employee screening and onboarding procedures; provided that, with respect to any "qualifying event" Business Employee who does not receive an offer of employment in accordance with Section 9.01(a) other than due to a failure to satisfy Buyer’s customary employee screening and onboarding procedures, Buyer shall be responsible for all Termination Costs with respect to such Business Employee. (g) Provided that Buyer complies with this Article 9, Seller agrees (i) Buyer shall not incur any Liability under WARN as a result of Buyer not employing any Person, (ii) all such Liabilities under the WARN, if any, which occurs Buyer may incur on or after the Closing DateDate in connection with the transactions contemplated by this Agreement shall constitute Excluded Liabilities pursuant to Section 2.04(d) and (iii) to take whatever action may be necessary or appropriate for Buyer not to incur any such Liabilities under the WARN in connection with the transactions contemplated by this Agreement. (h) It is understood and agreed that Buyer’s current intention to extend offers of employment to Business Employees as set forth in this ‎Section 9.01 shall not constitute any commitment, contract or understanding (express or implied) of any obligation on the part of Buyer or any of its Affiliates to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that such Person may establish pursuant to individual offers of employment; and any such employment offered by such Person is “at will” and may be terminated by any Person at any time for any reason (subject to Applicable Law and any written commitments to the contrary made by such Persons). Seller Nothing 62 in this Agreement shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans be deemed to all Seller employees and former employeesprevent or restrict in any way the right of Buyer or any of its Affiliates to terminate, and "qualified beneficiaries" reassign, promote or demote any of the New Buyer Employees after the Closing Date or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").

Employees and Offers of Employment. (a) Effective On or immediately following the Closing Date, but effective as of the day following Closing, Buyer shall make offers of employment to the employees listed on Schedule 6.01 3.15 (a) (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). Each such offer shall include (i) base salary or base wages which is are the same as was in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the day following ClosingClosing Date. (b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004first day following the Closing Date, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates. (c) Effective as of the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by such Transferred Employee. (d) To the extent that any Buyer Plan that provides medical, dental, health or other, similar benefits becomes applicable to any Transferred Employee, Buyer shall waive, or cause to be waived, any waiting periods, pre-existing condition exclusions and actively-at-work requirements to the extent met under the applicable Employee Plan or Benefit Arrangement as of the Closing and, as to the plan year in which the Closing Date occurs, shall provide that any expenses incurred under the applicable Employee Plan or Benefit Arrangement on or before the date 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. (e) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs on or after the Closing Date. Seller Sellers shall have sole responsibility for "continuation coverage" benefits provided under Seller's Sellers' group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").