Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. Effective as of the Buyout Closing, XX XXXX shall offer employment to the Manager Specified Employees on the terms and subject to the conditions of this Article IX and the other terms and conditions determined by the Compensation Committee of the Board of Directors of XX XXXX consistent with this Article IX. The Manager Specified Employees who accept and commence employment on or after the Buyout Closing with XX XXXX are hereinafter collectively referred to as the “Transferred Manager Employees.” For the period commencing on the Buyout Closing Date and ending on the December 31 next following the one year anniversary of the Buyout Closing Date, such Transferred Manager Employees shall receive substantially similar (or more beneficial) base salaries and cash bonus opportunities as received immediately prior to the Buyout Closing Date. Further, XX XXXX hereby assumes, as of the Buyout Closing, all Liabilities of Transferred Manager Employees (including the employment and termination thereof) arising on and after the Buyout Closing Date in connection with their employment by XX XXXX. Except for XX XXXX’x indemnification for PTO Liabilities pursuant to Section 9.6(c) and reimbursement for severance benefits as provided in Section 9.6(d), XX XXXX does not assume, and shall not be liable or responsible for, any Liabilities with respect to any Manager Specified Employee who does not become a Transferred Manager Employee (each, a “Non-Hired Manager Specified Employee”) or any other employee of the Behringer Group.

Employees and Offers of Employment. (a) Effective as of the Buyout Closing, XX XXXX REIT I shall offer employment to the Manager Specified Employees on the terms and subject to the conditions of this Article IX and the other terms and conditions determined by the Compensation Committee of the REIT I Board in accordance with the provisions of Directors of XX XXXX consistent with this Article IX. V. The Manager Specified Employees who accept and commence employment on or after the Buyout Closing with XX XXXX REIT I are hereinafter collectively referred to as the “Transferred Manager Employees.” For the period commencing on the Buyout Closing Date September 1, 2012 and ending on the December 31 next following the one year anniversary of the Buyout Closing Date31, 2013, such Transferred Manager Employees shall receive substantially similar (or more beneficial) base salaries and cash bonus opportunities as received immediately prior to the Buyout Closing DateClosing. Further, XX XXXX REIT I hereby assumes, as of the Buyout Closing, all Liabilities of Transferred Manager Employees (including the employment and termination thereof) arising on and after the Buyout Closing Date in connection with their employment by XX XXXXREIT I, including the employment and termination thereof. Except for XX XXXX’x REIT I’s indemnification for PTO Liabilities pursuant to Section 9.6(c) 5.2 and reimbursement for assumption of severance benefits as provided in for Non-Hired Specified Employees pursuant to Section 9.6(d)5.3, XX XXXX REIT I does not assume, and shall not be liable or responsible for, any Liabilities with respect to any Manager Specified Employee who does not become a Transferred Manager Employee (each, a “Non-Hired Manager Specified Employee”) or any other employee of the Behringer GroupService Providers (such Liabilities, the “Excluded Employee Liabilities”). (b) Subject to applicable Law and the terms of any Contract between a Transferred Employee and REIT I, each Transferred Employee shall be, upon acceptance and commencement of employment with REIT I, an “at will” employee of REIT I, and nothing in this Article V shall create a contract of employment between (x) REIT I or any of its Affiliates and (y) a Transferred Employee, nor limit the right of REIT I and its Affiliates to terminate the employment of any Transferred Employee at any time, for any reason, with or without cause, and without notice.

Employees and Offers of Employment. (a) Effective as of the Buyout Closing, XX XXXX Purchaser shall offer employment to the Manager Specified each Employee (or, with respect to Employees on the terms and subject short-term disability or leave of absence, effective upon their return to work) legally qualified for employment by Purchaser at a base salary or wage that is at least equal to that provided to the conditions of this Article IX and applicable Employee immediately prior to the other terms and conditions determined by the Compensation Committee of the Board of Directors of XX XXXX consistent with this Article IXClosing. The Manager Specified Employees who accept and commence employment on or after the Buyout Closing with XX XXXX Purchaser are hereinafter collectively referred to as the “Transferred Manager Purchaser Employees.” For Seller will bear all Liability with respect to the period commencing on federal Workers Adjustment and Retraining Notification Act and similar state Laws to the Buyout Closing Date and ending on extent that the December 31 next following same applies to the one year anniversary of the Buyout Closing Date, such Transferred Manager Purchaser Employees shall receive substantially similar (with respect to any event that occurs at or more beneficial) base salaries and cash bonus opportunities as received immediately prior to the Buyout Closing Date. Further, XX XXXX hereby assumes, as of the Buyout Closing, all Liabilities of Transferred Manager Employees (including the employment and termination thereof) arising on and after the Buyout Closing Date in connection with their employment by XX XXXX. Except for XX XXXX’x indemnification for PTO Liabilities pursuant to Section 9.6(c) and reimbursement for severance benefits as provided in Section 9.6(d6.01(g), XX XXXX does not assumenothing in this Agreement will constitute an agreement by Purchaser to assume or be bound by any previous or existing employment agreement or arrangement between Seller and any of its employees, or a guaranty that any Purchaser Employees will be entitled to remain in the employment of Purchaser for a specified period of time. (b) Seller’s applicable group health plan(s) (within the meaning of Treasury Regulation Section 54.4980B-2, Q&A 1) shall have sole responsibility and liability to make COBRA coverage available to Employees, including those who are or become “M&A qualified beneficiaries,” within the meaning of Treasury Regulation Section 54.4980B-9, Q&A 4, in connection with the consummation of the transactions contemplated by this Agreement. (c) Seller will pay or provide to the Employees all compensation (including bonuses) and other benefits (other than accrued sick leave, vacation and personal days included in the calculation of the Final Working Capital) earned or accrued with respect to such Employees’ service with Seller through the Closing. (d) Prior to the Closing Date, Seller shall take all actions necessary to fully vest each Employee in all of such Employee’s accounts under each Seller 401(k) Plan. (e) Purchaser shall credit each Purchaser Employee with the unused vacation, sick leave or personal days to which the Transferred Employee is entitled through the Closing Date (which unused benefits shall be accrued and included in the calculation of the Final Working Capital); provided, however, that if Seller shall be required by applicable Law to pay any Purchaser Employee the cash value of his or her unused vacation, sick leave or personal days described in this Section 6.01(c) and Seller makes such payments, then the Final Working Capital shall be adjusted appropriately to delete the accruals for such amounts and Purchaser shall not be liable required to honor such vacation, sick leave or personal days. (f) Seller shall be responsible for, for the costs and consequences associated with the termination of any Liabilities with respect to any Manager Specified Employee who does not become a Transferred Manager Purchaser Employee for any reason, including providing COBRA notices and coverage. (eachg) Effective from and after the Closing, a “Non-Hired Manager Specified Employee”Purchaser shall assume and be responsible for all Liabilities arising under the (i) or any other employee incentive bonus programs listed as items 17 and 18 in Section 2.10 of the Behringer GroupDisclosure Schedule and (ii) AST Employee Incentive Plan, listed as item 12 in Section 2.10 of the Disclosure Schedule. All Liabilities accruing under each such Employee Benefit Plan through the Closing shall be included in the calculation of Final Working Capital.