Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Date.

Employees; Employee Benefits. (a) All employees of NBM and Bank of Montpelier who are actively employed at the Effective Time and who are offered employment by State Bank or another Subsidiary of Rurban (“Continuing Employees”) at the Effective Time and who are not currently covered by a written employment or severance agreement with NBM or Bank of Montpelier, shall be employed as at-will employees of NBM or such other Subsidiary of Rurban. Continuing Employees Subject will continue to European data protection legislationparticipate in the NBM Compensation and Benefit Plans, Schedule 3.13(aincluding health benefit plans unless and until Rurban, in its sole discretion, shall determine that all or some of the NBM Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of Rurban or a Rurban Subsidiary. Following the termination or merger of all or some of the NBM Compensation and Benefit Plans, Rurban will, or will cause its Subsidiaries to, provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (other than equity or equity-based plans and programs) sets forththat are no less than the benefits provided to similarly situated employees of Rurban and its Subsidiaries. At such time as the Continuing Employees shall participate in any employee benefit plans of Rurban pursuant to the foregoing, each such Continuing Employee shall be credited with years of service with NBM or Bank of Montpelier and, to the extent credit would have been given by NBM or Bank of Montpelier for years of service with a predecessor (including any organization acquired by NBM or Bank of Montpelier), years of service with a predecessor of NBM or Bank of Montpelier, for purposes of eligibility and vesting in the employee benefit plans of Rurban, including for purposes of seniority under vacation and sick pay plans and programs. Continuing Employees, however, will not be entitled to prior service credit with respect to each employee the accrual of benefits or allocation of employer contributions under Rurban’s 401(k) plan, ESOP, or any other plan that provides for the accrual of benefits. Subject to any non-waivable limitations under its group health plans, Rurban shall cause any and all pre-existing condition limitations (to the extent such limitation did not apply to a pre-existing condition under NBM’s or Bank of Montpelier’s equivalent plan) and eligibility waiting periods under group health plans with respect to Continuing Employees and their eligible dependents to be waived. For the remainder of the Selling Entities who is employed year ending December 31, 2008, Rurban will provide to each Continuing Employee, with pay, the accrued vacation and sick days listed in Section 6.02(a) of the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject NBM Disclosure Schedule to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired extent not used by the Selling Entities, and whether the Continuing Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible prior to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateClosing.

Employees; Employee Benefits. (a) Employees Subject Purchaser agrees to European data protection legislationoffer employment, Schedule 3.13(a) sets forthbeginning on the Closing Date, with respect to each employee all of the Selling Entities Seller's non-union employees who is are employed in the Business (including any Business, except for Mr. Xxxxxxxx X. Xxxxxxx, whose continuing employment is governed by a contract between Seller and Mr. Xxxxxxx, xx the same or in substantially comparable positions, and with at least the same rate of base compensation and with comparable bonus and commission opportunities as are existing for such employee employees immediately prior to the Closing Date, and to maintain the position and compensation level of Seller such employees for a reasonable period of time after the Closing Date. Purchaser further agrees to enter into a collective bargaining agreement between the Purchaser and the United Steelworkers of America, and to offer employment under the terms thereof, beginning on the Closing Date, to Seller's union employees of the Business. Non-union employees who is are on a leave of absence, maternity leave, short absence or long are not working due to a short-term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or nonlong-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation term disability as of the date Closing Date will remain the responsibility of Seller until they are able to return to work, at which time they will be offered employment by Purchaser in accordance with the provisions of this Agreementsection. All employees who accept offers of employment made to them hereunder shall be referred to herein as the "Hired Employees." Purchaser agrees that it shall not terminate any Hired Employees for a reasonable period of time after the Closing Date except for poor job performance, equity vesting schedule, and whether such an act or omission on the part of the Hired Employee is eligible to participate being terminated that would constitute "just cause," or a material -30- 39 adverse change in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a)In the event that a Hired Employee who is terminated, the employment of each whether such termination is actual or constructive, for any reason within one year of the Employees Closing Date should become entitled as a result to severance, other benefits, or any other amounts of any kind from Seller solely as a result of such termination, including any payments that may arise as a result of the Business is terminable application of the WARN Act to the termination, Purchaser shall indemnify Seller in full for all such severance costs or other benefits or other amounts. Such indemnification shall include any reasonable attorney's fees or costs incurred by the Selling Entities at will. No offer of employment has been Seller in defending against any claim for severance, benefits, or other amounts made by any Hired Employee. Purchaser agrees to provide the Selling Entities Hired Employees who are not subject to any individual a collective bargaining agreement with a program of benefits which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee is reasonably similar, in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissalaggregate, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options reasonable opinion of Seller, to the program of benefits being provided to the Hired Employees by Seller immediately prior to the Closing Date. With respect to the Hired Employees whose employment is subject to a collective bargaining agreement, Purchaser agrees to offer a program of benefits which is reasonably similar, in any the aggregate, in the reasonable opinion of Seller, for each Hired Employee to the Selling Entities will program of benefits provided immediately prior to the Closing to such Hired Employees by Seller. The following subparagraphs set forth certain specific covenants of Purchaser and agreements between the parties with respect to particular benefits to be entitled provided to exercise those stock options for a period not less than 3 months after the Transfer DateHired Employees by Purchaser pursuant to this section.

Employees; Employee Benefits. (a) Immediately following the Closing, Buyer shall, or shall cause the Acquired Companies and each Subsidiary to, employ or continue to employ each Person identified in Section 6.8(a) of the Disclosure Letter as an employee of the Acquired Companies or any Subsidiary immediately prior to the Closing and any employee of Sellers dedicated to the Business and set forth on Section 6.8(a)(i) of the Disclosure Letter (all such employees of the Acquired Companies, Subsidiaries and Sellers identified in Section 6.8(a) of the Disclosure Letter, the "Affected Employees"). Buyer or its Affiliates shall offer the Affected Employees, in the aggregate, benefits, including without limitation, severance, salary and bonus opportunity in accordance with the compensation and benefit plans described in Section 6.8(a)(ii) of the Disclosure Letter. Except as required by applicable law or any collective bargaining agreement, under no circumstances shall Buyer or its Affiliates be required to provide or maintain any particular plan or benefit which was provided to or maintained for Affected Employees Subject prior to European data protection legislationthe Closing. Any Affected Employee who is receiving benefits as of the Closing under Sellers' short-term or long-term disability program shall be deemed to be an employee of Sellers until such time as such employee returns to active service and if such employee returns to active service within six months of the Closing Date, Schedule 3.13(athen such employee shall be deemed an Affected Employee and employed by Buyer in accordance with the terms of this Section. Such employment of such employees dedicated to the Business who do not have employment agreements shall be, if permitted under applicable law, employment at will for the purposes of this Section. For purposes of all employee benefit plans (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) sets forthof ERISA, and all policies and employee fringe benefit programs, including vacation policies) of the Buyer (such plans, programs, policies and arrangements, the "Buyer Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit depends, in whole or in part, on length of service, Buyer shall cause credit to be given to the Affected Employees for service previously credited with the Acquired Companies and the Subsidiaries and the Sellers, as the case may be, prior to the Closing, provided, that such crediting of service does not result in duplication of benefits, and provided, that except as provided in subsection (d) below, such crediting of service shall not be required for benefit accrual purposes under any Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Buyer Plan for which deductibles or co-payments are required. Buyer shall also use its commercially reasonable best efforts to cause each Buyer Plan to waive (A) any preexisting condition restriction with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of conditions which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt were covered under the Fair Labor Standards Act; terms of any analogous plan immediately prior to the Closing or (ivB) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such waiting period limitation which would otherwise be applicable to an Affected Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateClosing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous plan prior to the Closing.

Employees; Employee Benefits. (a) Employees Subject Immediately prior to European data protection legislationthe Closing, Schedule 3.13(aParent and Seller shall, and shall cause any of their Affiliates if necessary to, transfer to the Company each person who was actively employed and working primarily for the Company immediately prior to the Closing (the "Employees"). Section 5.6(a) sets forth, with respect to each employee of the Selling Entities who is employed in Disclosure Schedule lists each such Employee as of the Business (including any such employee date hereof. Prior to Closing, Seller shall cause all account balances and other interests of Seller who is on a leave Employees under Parent=s 401K plan to be fully vested as of absencethe Closing Date. The Company shall assume all liabilities and obligations relating to or arising out of the Employees' employment prior to the Closing; provided, maternity leavehowever, short or long term disability, or on layoff status subject to recall) (the “Employees“) that (i) the name Company shall not assume any liabilities or obligations pursuant to any employee benefit plan (as defined in Section 3(3) of such Employee ERISA), compensation or incentive plan sponsored, maintained or contributed to by any entity other than the Company; and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) the Company shall not assume any liabilities or obligations related to the Employees which have not been accrued on the Closing Balance Sheet, set forth in Section 5.6(a)(i)(4) of the Disclosure Schedule or any employment, severance or change of control agreements or arrangement not listed on Section 3.15(c) of the Disclosure Schedule. Except as expressly assumed in the previous sentence, Seller and Parent shall remain liable and indemnify Purchaser and/or the Company, for all liabilities and obligations relating to or arising out of Employee=s employment prior to the Closing. Without limiting the foregoing, Purchaser hereby assumes and agrees to perform each of the agreements set forth in Section 3.15(c) of the Disclosure Schedule in the same manner and to the same extent that Parent, Seller or the Company would be required to perform it whether or not the Transactions occurred, such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation assumption to be effective as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateClosing.

Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“”) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Date.

Employees; Employee Benefits. (a) Employees Subject Not less than five (5) Business Days prior to European data protection legislationthe Closing, Schedule 3.13(aSellers shall (i) sets forthupdate Exhibit 3.18 to reflect any changes that have occurred after the Effective Date (in compliance with Section 6.1) and (ii) deliver such updated Exhibit to Buyer. Except as otherwise provided in the last sentence of this Section 6.9(a), with respect as soon as practicable following the Effective Date, but in any event, not less than fourteen (14) days prior to the Closing Date (or, if later, within thirty (30) days of the date Exhibit 3.18 is updated pursuant to clause (i) of the preceding sentence, but not later than five (5) days prior to the Closing Date), Buyer shall make an offer of employment commencing as of the Closing Date to each employee of the Selling Entities who is employed set forth in the Business Exhibit 3.18(c) and to each other individual listed on Exhibit 6.9(a)-1 (collectively, “Employees”), whether salaried or hourly (including any such employee of Seller Employee who is on a absent due to vacation, holiday, illness or other approved leave of absence), maternity leavein the same initial job or position and same initial location as in effect immediately prior to the Closing Date, short or long term disability, or on layoff status subject to recall) (the “Employees“) and (i) at an initial salary or wage level and target bonus opportunity at least equal to the name of such Employee salary or wage level and the date as of target bonus opportunity to which such Employee was originally hired by Employees were entitled immediately prior to the Selling Entities, Closing Date and whether the Employee is on an active or inactive status; (ii) with benefits, perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the benefits, perquisites and other terms and conditions that such Employee’s title; Employees were receiving from Sellers and their Affiliates immediately prior to the Closing Date (iii) whether including benefits pursuant to qualified retirement and savings plans, and active-employee medical, dental and pharmaceutical plans and programs, but excluding deferred compensation and equity-based compensation and post-employment health or defined benefit pension benefits). Unless otherwise prohibited by applicable law, it is intended that acceptance of such offers of employment shall be evidenced by the Employee Employees’ attendance at work on Closing Date (or, if applicable, upon expiration of leave or disability). Sellers shall advise the Employees that there is classified as exempt no ongoing role for them at Sellers and its Affiliates after the Closing and that they will not be entitled to severance pay or non-exempt under the Fair Labor Standards Act; (iv) termination benefits from Sellers or their Affiliates if they decline an offer and their employment is subsequently terminated by Sellers and their Affiliates. Those Employees who accept such Employee’s base compensation offers of employment with Buyer effective as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and Closing Date (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissalor, if applicable, upon expiration of leave or disability) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will shall be entitled referred to exercise those stock options for a period not less than 3 months after the Transfer Date.herein as

Employees; Employee Benefits. (a) Employees Subject Buyer agrees to European data protection legislation, Schedule 3.13(a) sets forth, with respect make an offer of employment to each employee Sellers Employee on or before the Closing Date. Each such offer of employment shall (i) be effective as of the Selling Entities Closing Date, (ii) include a rate of base pay no less than the rate of base pay payable to each Sellers Employee, as set forth on Section 3.10(a) of the Disclosure Letter, and (iii) have a principal place of work that is no greater than fifty (50) miles from such Sellers Employee’s principal place of work immediately prior to the Closing Date. Each Sellers Employee who is employed in accepts such offer of employment shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Buyer and a Transferred Employee, offers of employment shall be on an at-will basis. (b) For the Business (including any such employee of Seller who is one-year period commencing on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) the Closing Date (the “Employees“) Benefits Maintenance Period”), the Buyer shall (i) provide each Transferred Employee with at least the name same rate of base pay and same bonus opportunities to which each such Transferred Employee is entitled immediately prior to the Closing Date as set forth on Section 3.10(a) and Section 3.10(b) of the date Disclosure Letter, as of which such Employee was originally hired by the Selling Entitiesapplicable, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; provide the Transferred Employees with employee benefits (iiiincluding, for the avoidance of doubt, retirement, retiree medical, welfare and fringe benefits) whether that are, in the Employee is classified as exempt or non-exempt aggregate, at least equal in value to the benefits provided to the Transferred Employees under the Fair Labor Standards Act; Sellers Benefit Plans immediately prior to the Closing Date. Any employee benefit plans, programs or policies of Buyer or its Affiliates or Subsidiaries in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Buyer Benefit Plans.” Neither Buyer nor any Buyer Benefit Plan shall receive assets from the Sellers Benefit Plans or any other benefit plan maintained by Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates. In addition, Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates, successors or assigns, as applicable, shall retain any liabilities or obligations relating to Sellers Employees under any Sellers Benefit Plan or any other benefit plan maintained by Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates that have accrued prior to the Closing Date. (ivc) such Employee’s base compensation To the extent that service is relevant for any purpose, including eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual, early retirement subsidies, and severance benefits, under a Buyer Benefit Plan, Buyer shall credit, effective as of the date of this Agreement, equity vesting schedule, Closing Date and whether such Employee is eligible to participate in any Employee under the applicable Buyer Benefit Plans; and (v) any governmental authorization that is held by , each Transferred Employee with such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a)Transferred Employee’s service with, or recognized by, Sempra, Topaz Power Group, STS, Sellers, the employment of each of Company or their respective Affiliates (including their predecessors) prior to or on the Employees of Closing Date, to the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of same extent as if such service or consultancy were with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissalBuyer; provided, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Date.however, that

Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee With the exception of the Selling Entities who is employed in CBU Plan, the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee DSLT Supplemental Executive Retirement Plan and the date as of which such Employee was originally hired by DSLT Top Management Plan (collectively, the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit "Continued Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a"), the employment of each Companies shall cease to be (and Buyer shall not become) a sponsor and cease to be a contributing employer under all benefit plans maintained in whole or in part by Seller, Savannah or any Company prior to Closing. To the extent necessary, if one or more of the Employees Companies is the sole sponsor of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities any such Company Plans, Seller shall cause such Company Plans to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice the Companies effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If one or less more of the Companies is a sponsor but is not the sole sponsor of any such Company Plans, Seller shall cause such action as may be necessary to be taken to completely sever the Companies' sponsorship of such Company Plans, effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If the plan is a plan subject to Section 204(h) of ERISA, Seller shall take all further actions that may be required to cease permanently the accrual of any further benefits under the plan including, without giving rise limitation, the issuance of any notices in advance of such cessation. With the exception of the Continued Plans, from and after the Closing, neither Buyer nor any Company shall adopt, continue, contribute to or in any other manner accept or continue responsibility for the administration or funding of any benefit plan that was maintained prior to Closing by Company for the benefit of employees. There shall be no spin-off of either liabilities or assets from any Company Plan prior to Closing to any claim (other than statutory redundancy or unfair dismissalplan covering employees on and after Closing. On and after the Closing, if applicable) other than a claim under any applicable until at least the first anniversary of the Closing, Buyer shall cause the Companies to provide the employees of the Companies with salary and benefit plan. Employees plans, programs and arrangements no less favorable in the UK holding stock options in any of aggregate than those currently provided by the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Dateapplicable Company.

Employees; Employee Benefits. (a) Employees Subject For a period of twelve months following the Closing Date, Buyer shall provide, or shall cause to European data protection legislationbe provided, Schedule 3.13(ato each Company Employee who is employed by a Company Entity immediately prior to the Closing and who remains a Company Employee immediately following the Closing (each a “Continuing Employee”), except in the case of employees of Xxxxxxxx Holdings, LLC or its Subsidiaries that are Company Entities, (i) sets forthannual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities, in each case, that are no less favorable than the annual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) other employee benefits that are no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to the Closing (excluding severance, defined benefit pension benefits, retiree welfare benefits, nonqualified deferred compensation benefits and change in control benefits), and (iii) severance benefits that are no less favorable than the severance benefits provided to such Continuing Employee immediately prior to the Closing. For purposes of eligibility, vesting, vacation entitlement, and severance (but not benefit accrual or level of benefits under defined benefit plans or with respect to each any retiree medical benefits) under the employee benefit plans of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject Buyer which provide benefits to recall) Continuing Employees (the “Employees“) Buyer Plans”), Buyer shall credit each Continuing Employee with his or her years of service with the Company Entities and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Employee Benefit Plan; provided that such recognition of service shall not (i) operate to duplicate any benefits of a Continuing Employee with respect to the name same period of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active service or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible apply to participate in any Employee Benefit Plans; and (v) any governmental authorization Buyer Plan that is held grandfathered or frozen, either with respect to level of benefits or participation. Notwithstanding the foregoing, this Section 7.14(a) shall not apply to Continuing Employees who are covered by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Datecollective bargaining agreement.

Employees; Employee Benefits. (a) Prior to the Closing Date, Seller shall transfer the employment of all Company Employees Subject to European data protection legislationthe Company. Seller shall be solely responsible for any Liability incurred in connection with such transfers of employment (including, Schedule 3.13(a) sets forthwithout limitation, any Liabilities under any Plan or under the WARN Act or any other applicable law). In connection with such transfers of employment, Seller shall obtain federal and state taxpayer identification numbers for the Company, activate income and employment tax accounts, and report and remit appropriate taxes with respect to each employee compensation earned by Company Employees prior to the Closing Date, as well as ensure that the Company Employees receive workers' compensation coverage (or, to the extent it is not possible to complete such actions before the Closing Date, the Seller shall use Reasonable Efforts to initiate such actions). Because the Company does not directly employ most employees, and most employees who perform services for the Company are employed directly by Seller, certain Intellectual Property Rights and Technology used in the current operation of the Selling Entities who is employed in the Business (including any such employee of Company's business may be owned by Seller who is on a leave of absencepursuant to confidentiality, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee nondisclosure and invention assignment agreements between Seller and the date as of which such Employee was originally hired Company Employees listed on SECTION 4.16 OF THE DISCLOSURE SCHEDULE and by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as virtue of the date of this Agreementemployer--employee relationship between Seller and the Company Employees. Prior to the Closing, equity vesting schedule, and whether such Employee is eligible Seller shall assign to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each Company all of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities Seller's right, title and interest to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim all Intellectual Property Rights and Technology (other than statutory redundancy or unfair dismissal, if applicablethe intellectual property and associated rights comprising and related to the Company's ASi 4000 technology) other than a claim under any applicable benefit plan. Employees used in the UK holding stock options in any current operations of the Selling Entities will be entitled Company's business that was developed or created by the Company Employees, and Seller shall assign to exercise those stock options for a period not less than 3 months after the Transfer DateCompany all of Seller's right, title and interest under such agreements between Seller and such Company Employees. The covenants set forth in SECTION 4.12(A) OF THE DISCLOSURE SCHEDULE are hereby incorporated into this Agreement in their entirety.

Employees; Employee Benefits. (a) Employees Subject All employees of Exchange and Exchange Bank who are actively employed at the Effective Time and who Rurban determines to European data protection legislation, Schedule 3.13(aretain after the Merger shall continue as employees of Exchange Bank ("CONTINUING EMPLOYEES") sets forthat the Effective Time and, with respect to each employee continuing Employees who are not currently covered by a written employment or severance agreement with Exchange Bank, shall be employed as at-will employees of Exchange Bank. Continuing Employees shall continue to participate in the Exchange Compensation and Benefit Plans unless and until Rurban, in its sole discretion, shall determine that all or some of the Selling Entities who is employed Exchange Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of Rurban or a Rurban Subsidiary. Following the termination or merger of all or some of the Exchange Compensation and Benefit Plans, Rurban will, or will cause its Subsidiaries to, provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (other than equity or equity-based plans and programs) that are no less than the benefits provided to similarly situated employees of Rurban and its Subsidiaries. At such time as the Continuing Employees shall participate in any employee benefit plans of Rurban pursuant to the Business foregoing, each such Continuing Employee shall be credited with years of service with Exchange, Exchange Bank and, to the extent credit would have been given by Exchange or Exchange Bank for years of service with a predecessor (including any such business organization acquired by Exchange or Exchange Bank), years of service with a predecessor of Exchange or Exchange Bank, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of Seller who is on a leave of absenceRurban, maternity leave, short and shall not be subject to any exclusion or long term disabilitypenalty for pre-existing conditions that were covered under the Exchange Compensation and Benefit Plans immediately prior to the Effective Time, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise waiting period relating to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Datesuch coverage.

Employees; Employee Benefits. (a) Employees Subject to European data protection legislationPurchaser shall offer employment, Schedule 3.13(a) sets fortheffective as of the Closing, with respect to each employee of the Selling Entities Employee who is actively employed in the Business (including any such employee of Seller who is persons on a leave of absencevacation, maternity leave, short short-term disability or long term disabilityother approved leave) by Seller in the operation of the Business as of the Closing. In addition to the obligations of Purchaser with respect to Transferred Employees set forth in this Section 5.6, or on layoff status subject to recall) (the “Employees“) each such offer of employment shall (i) be at wage, salary or commission levels, as applicable, which are no less than each individual Transferred Employee’s wage, salary or commission level, as applicable, immediately preceding the name of such Employee Closing and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) provide that each Transferred Employee shall be eligible for (x) a discretionary annual bonus to the extent such EmployeeTransferred Employee was previously eligible to receive a discretionary annual bonus at any time prior to the Closing or (y) an annual bonus pursuant to the terms of an effective and valid employment agreement executed by such Transferred Employee and Purchaser. The Purchaser’s title; current intention is to provide to Transferred Employees benefits (iii) whether including, without limitation, severance, pension and savings benefits, vacation, and health, welfare and fringe benefit plans and programs), at least as favorable, in the Employee is classified aggregate, as exempt or non-exempt under the Fair Labor Standards Act; (iv) benefits to which similarly situated employees of Xxxx Xxxxx Xxxx Xxxxxx, Incorporated are entitled. Those Employees who accept such Employee’s base compensation offers of employment from Purchaser effective as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible Closing shall be referred to participate in herein as the “Transferred Employees.” Purchaser shall not assume any liability with respect to any Employee Benefit Plans; and (v) any governmental authorization that who is held by such not a Transferred Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateSeller shall retain all such liabilities.

Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee With the exception of the Selling Entities who is employed in Xxxxx Sugar Corporation California Union Employees Pension Plan, the Business Xxxxx Sugar Corporation Grain Millers Pension Plan, the Xxxxx Sugar Corporation California Union 401(k) Tax-Deferred Savings Plan, the Imperial Sugar Corporation Grain Millers 401(k) Tax-Deferred Savings Plan, and the Xxxxx Sugar Corporation California Union Seasonal Employees Group Benefit Plan (including any such employee of Seller who is on a leave of absencecollectively, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Continued Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a”), the employment Company shall cease to be (and Buyer shall not become) a sponsor or contributing employer under all Company Plans maintained in whole or in part by Seller prior to Closing. Effective on or before the Closing Date, Seller shall cause the Company to be designated as the plan administrator for the Continued Plans. To the extent necessary, if the Company is the sole sponsor of each of any such Company Plans (other than the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities Continued Plans), Seller shall cause such Company Plans to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim the Company effective not later than the Closing Date (other than statutory redundancy or unfair dismissalor, if applicable) other than the plan is a claim under any applicable defined benefit plan, one day before the Closing Date). Employees If the Company is a sponsor but is not the sole sponsor of any Company Plan, Seller shall cause to be taken such action as may be necessary to completely sever the Company’s sponsorship of such Company Plan, effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If the Company Plan is a plan subject to Section 204(h) of ERISA, Seller shall take all further actions that may be required to cease permanently the accrual of any further benefits under the plan including, without limitation, the issuance of any notices in advance of such cessation. From and after the UK holding stock options Closing, the Company shall be responsible for the administration and funding, including, without limitation, all contributions, premiums, administrative expenses and post-closing actuarial expenses of the Continued Plans. With the exception of the Continued Plans, from and after the Closing, neither Buyer nor the Company shall be obligated to continue, to contribute to or in any other manner to accept or to continue responsibility for the administration or funding, including, without limitation, all contributions, premiums and administrative and actuarial expenses, of any Company Plan, and the Seller shall be responsible for such administration or funding. There shall be no spin-off of either liabilities or assets from any Company Plan prior to Closing. To the extent the assets of any of the Selling Entities will Continued Plans are held in a master trust, Seller shall, as directed by Buyer, take such action as may be entitled necessary to exercise those stock options cause the transfer of the assets to a separate trust for a period not less than 3 months the Continued Plans. On and after the Transfer DateClosing, until at least the first anniversary of the Closing, Buyer shall cause the Company to provide the employees of the Company with salary and benefit plans, programs and arrangements no less favorable in the aggregate than those currently provided to employees of the Company.

Employees; Employee Benefits. 6.1 Employees of OTC who prior to the Closing Date were dedicated to the Cappel Operations and which are identified in Schxxxxx 4 hereto (athe "Transferred Employees") will be offered employment by Purchaser as soon as practical following the Closing Date which employment, if accepted by the Transferred Employees, shall become effective upon the earlier of the date such Transferred Employees Subject commence employment with Purchaser or December 31, 1996 (such actual employment date shall hereinafter be referred to European data protection legislationas "Purchaser Employment Date"). Except as explicitly provided otherwise hereinafter Purchaser shall become responsible for all costs and liabilities attributable to Transferred Employees who accept and actually commence employment with Purchaser accruing on and after the Purchaser Employment Date; provided, Schedule 3.13(ahowever, that Purchaser shall not be responsible for any liabilities arising under the OTC's employee benefit plans. To the extent necessary, OTC may continue to communicate with the Transferred Employees regarding their rights and entitlement to any benefits under OTC's employee benefit plans, subject to Purchaser's prior approval, which shall not be unreasonably withheld. Effective on the Purchaser Employment Date, OTC shall, and hereby does, release all Transferred Employees who accept employment with Purchaser from any employment and/or confidentiality agreement previously entered into between OTC and such Transferred Employees to the extent (but only to the extent) sets forthnecessary for Purchaser to operate the business acquired from OTC hereunder in the same manner as operated by OTC prior to the Closing Date. OTC has previously delivered to Purchaser a list of its employment policies and practices. The amount of severance pay entitlement on the Purchaser Employment Date under the OTC's severance policy is a preserved severance pay entitlement ("Preserved Severance Pay") for each Transferred Employee who accepts and actually commences employment with Purchaser. Should a Transferred Employee who accepts and actually commences employment with Purchaser be laid off by Purchaser after transfer due to a reduction in force or position elimination, such employee will receive from Purchaser the greater of their Preserved Severance Pay or the amount of severance pay due under the Purchaser's severance pay policy unless and except to the extent such Transferred Employee has previously been paid severance by OTC at the time OTC acquired the Cappel business. Notwithstanding anything xxxxxx to the contrary, Purchaser undertakes no obligation to employ any persons other than a Transferred Employee and Purchaser shall assume no obligation or liability with respect to any Employee who is not a Transferred Employee or with respect to any Transferred Employee who does not accept or actually commence employment with Purchaser. An individual shall be included as a Transferred Employee notwithstanding the fact that the individual, on the Closing Date or the Purchaser Employment Date, is on leave of absence, vacation or on short-term disability. 6.2 All Transferred Employees who accept and actually commence employment with Purchaser shall become participants in the Purchaser's health and medical plans on the Purchaser Employment Date, or the first day of the calendar month following, if the Purchaser Employment Date is not the first day of a month. Purchaser further agrees to waive the exclusions from coverage under group health, life and disability insurance for "pre-existing conditions" for such Transferred Employees. 6.3 On and after the Purchaser Employment Date, or the first day of the calendar month following, if the Purchaser Employment Date is not the first day of a month, Purchaser shall be solely responsible for any and all benefits and the cost of any and all benefits to which the Transferred Employees who accept and actually commence employment with Purchaser are entitled pursuant to the terms of the Purchaser`s plans or programs, in effect from time to time, provided, however, that liabilities relating to the claims of such Transferred Employees for medical benefits incurred for medical services rendered to, and purchases of prescription drugs and other health care products made by such persons while actively employed by OTC and thereafter through the last day of the calendar month in which their employment with OTC terminates shall be retained by OTC, subject to the provisions of its medical benefit plans as in effect on such date. The amount of medical expenses applied at the Purchaser Employment Date to satisfy the annual deductible and annual out of pocket expenses under the OTC Medical Plan for each Transferred Employee who accepts employment with Purchaser, will be recognized by the Purchaser as being applied to the Purchaser's health and medical plans' deductible and out of pocket expenses for the Purchaser's current plan year. 6.4 Through the Purchaser Employment Date, Purchaser shall grant paid vacation days to all Transferred Employees who accept and actually commence employment with Purchaser and who have accrued and unused vacation days due from OTC as of the Purchaser Employment Date, under OTC's vacation policy. 6.5 OTC shall, with respect to each employee Transferred Employees, up to and including the last day of the Selling Entities who is month in which they become employed by Purchaser and/or OTC terminates their employment be solely responsible for the cost of any and all benefits to which Transferred Employees are entitled under the terms of OTC's retirement, health and welfare plans while employed by OTC, and subject to the terms of the applicable plan as in effect from time to time. OTC shall be responsible for and Purchaser shall. assume no obligation with respect to the Business payment of all liabilities and obligations (including any such employee of Seller who is on a leave of absencewithout limitation all accrued but unpaid wages, maternity leavecommissions, short or long term disabilityseverance pay, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entitiesvacation pay, sick pay, and whether holiday pay) for any Employees of OTC who are not Transferred Employees as well as for Transferred Employees who do not accept or do not actually commence employment with Purchaser. OTC shall be responsible for the Employee is on an active or inactive status; payment of any amounts due to its Employees (iiincluding the Transferred Employees) such Employee’s title; (iii) whether the Employee is classified pursuant to its employee benefit plans as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as a result of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each its Employees, provided that in determining bonuses and other similar payments due to Transferred Employees who accept employment with Purchaser for any period ended on or prior to the Purchaser Employment Date, OTC shall, if payment thereof will occur after the Purchaser Employment Date, waive any requirement that employees be employees of OTC on the date such bonuses or other similar payments are paid. OTC shall be responsible for reporting all employee-related costs and liabilities of Transferred Employees of who accept employment with Purchaser accruing prior to the Business Purchaser Employment Date, whether payable on or after the Purchaser Employment Date. OTC is terminable by responsible for all incurred but unreported or unpaid medical claims occurring prior to the Selling Entities at will. No offer of employment has been made by Purchaser Employment Date and for the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy cost associated with any Employee in hospital confinement which commences prior to the UK can be terminated Purchaser Employment Date. 6.6 OTC and Purchaser agree to provide any information and to take any actions reasonably required to effect the provision of this Article 6. OTC and Purchaser acknowledge, that it is their intention that no group health plan maintained by three months notice or less without giving rise Purchaser shall constitute a successor plan to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled OTC's group health plans, and Purchaser is not a successor employer with respect to exercise those stock options for OTC's group health plans, and OTC is not a period not less than 3 months after predecessor employer with respect to Purchaser's group health plans, within the Transfer Date.meaning of the COBRA health continuation coverage provisions contained in Internal Revenue Code Section 4908B(f) and the corresponding provisions of the Employee Retirement Income Security Act of 1974. ARTICLE 7 -

Employees; Employee Benefits. (a) Employees Subject On or as soon as reasonably practicable following the execution of this Agreement, Genco Holdings shall provide Buyer with a true and complete list (which shall be confirmed and adjusted as necessary five (5) days prior to European data protection legislationthe Non-STP Acquisition Closing Date or, Schedule 3.13(ain the case of the employees listed on Section 6.8(a) sets forthof the Companies Disclosure Letter (the “Scheduled Employees”), the STP Acquisition Closing Date) of (i) all individuals who are employed by the Companies on a full-time, permanent or part-time basis principally at or with respect to the business of the Companies immediately prior to the Non-STP Acquisition Closing Date or, in the case of the Scheduled Employees, the STP Acquisition Closing Date (such individuals hereinafter referred to as the “Active Company Employees”), which list shall include each Active Company Employee’s name, position, hourly wage rate or salary, total compensation (including incentive and similar compensation), the Company by which such Active Company Employee is employed, and the vacation time to which each employee is entitled (for purposes of Section 6.8(b)), and (ii) all individuals who are employees of the Selling Entities who is employed in the Business (including any such employee of Seller who is Companies on a full-time, permanent or part-time basis and are on a leave of absenceabsence (due to sickness, maternity leavedisability or any other reason) immediately prior to the Non-STP Acquisition Closing Date or, short or long term disabilityin the case of the Scheduled Employees, or on layoff status subject the STP Acquisition Closing Date (such individuals hereinafter referred to recall) (as the “Employees“) Employees on Leave”), which list shall include the same information provided in clause (i) for Active Company Employees. The parties agree that an Employee on Leave who returns to active employment with the name Companies at his or her former work location not later than twelve (12) weeks from the Non-STP Acquisition Closing Date or, in the case of the Scheduled Employees, the STP Acquisition Closing Date (or such Employee and the later date as of which such required by Law) shall be considered an Active Company Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date such individual returns to active employment with a Company at his or her former work location. None of the Companies, Buyer or Buyer’s affiliates shall have any obligation under this Agreement, equity vesting schedule, and whether such Employee is eligible Agreement to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), continue the employment of each any Active Company Employee or Employee on Leave following the Non-STP Acquisition Closing Date or, in the case of the Employees of Scheduled Employees, the Business is terminable by the Selling Entities at willSTP Acquisition Closing Date. No offer of employment has been made by the Selling Entities to Parents shall retain all responsibility and liability for any wages, compensation or benefits for any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any employee while such individual is an Employee in the UK can be terminated by three months notice or less without giving rise to any claim on Leave until (other than statutory redundancy or unfair dismissal, if applicableand if) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Datesuch individual becomes an Active Company Employee.

Employees; Employee Benefits. (a) Employees Subject For a period of twelve months following the Closing Date, Buyer shall provide, or shall cause to European data protection legislationbe provided, Schedule 3.13(ato each Company Employee who is employed by a Company Entity immediately prior to the Closing and who remains a Company Employee immediately following the Closing (each a “Continuing Employee”), except in the case of employees of Bxxxxxxx Holdings, LLC or its Subsidiaries that are Company Entities, (i) sets forthannual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities, in each case, that are no less favorable than the annual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) other employee benefits that are no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to the Closing (excluding severance, defined benefit pension benefits, retiree welfare benefits, nonqualified deferred compensation benefits and change in control benefits), and (iii) severance benefits that are no less favorable than the severance benefits provided to such Continuing Employee immediately prior to the Closing. For purposes of eligibility, vesting, vacation entitlement, and severance (but not benefit accrual or level of benefits under defined benefit plans or with respect to each any retiree medical benefits) under the employee benefit plans of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject Buyer which provide benefits to recall) Continuing Employees (the “Employees“) Buyer Plans”), Buyer shall credit each Continuing Employee with his or her years of service with the Company Entities and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Employee Benefit Plan; provided that such recognition of service shall not (i) operate to duplicate any benefits of a Continuing Employee with respect to the name same period of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active service or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible apply to participate in any Employee Benefit Plans; and (v) any governmental authorization Buyer Plan that is held grandfathered or frozen, either with respect to level of benefits or participation. Notwithstanding the foregoing, this Section 7.14(a) shall not apply to Continuing Employees who are covered by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Datecollective bargaining agreement.

Employees; Employee Benefits. (a) Employees Subject At least five (5) days prior to European data protection legislationthe Closing Date, Schedule 3.13(aParent will provide Buyer with a revised version of the Census, updated as of such date. From the Closing Date and through the one (1) sets forthyear anniversary thereof, with respect to Buyer shall, and shall cause its Affiliates to, provide each employee or worker of the Selling Entities Business who is employed in or engaged by the Business Companies immediately prior to the Closing or, to the extent applicable, immediately following the completion of an Incomplete Restructuring Action, whether salaried or hourly (including any each such employee of Seller or worker who is on a absent due to vacation, holiday, illness, leave of absence, maternity leave, short absence or long short-term disability, such individuals the “Company Employees”), with (i) a substantially similar job or position and location as in effect immediately prior to the Closing Date, and (ii) an annual base salary or wage rate (or monthly base salary in jurisdictions where applicable Law recognizes only monthly base salary) and annual short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunities) and sales commission opportunities that are no less favorable in the aggregate than the annual base salary or wage rate (or monthly base salary in jurisdictions where applicable Law recognizes only monthly base salary) and annual, short-term cash incentive compensation opportunities and sales commission opportunities provided to such Company Employee as of immediately prior to the Closing Date. From the Closing and through midnight on layoff status subject to recall) December 31, 2024 (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(aTransition Services End Time”), the employment of each Buyer and its Affiliates shall provide certain health, welfare, retirement, fringe benefits and other benefits to the Company Employees consistent with the terms of the Employees Transition Services Agreement and in accordance with applicable Laws in any applicable jurisdiction. Immediately following the Transition Services End Time and through the one (1) year anniversary of the Business is terminable by Closing Date, the Selling Entities at willBuyer shall and shall cause its Affiliates to provide each Company Employee with health, welfare, retirement, fringe benefits and other benefits (excluding equity and other long-term incentives, change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are no less favorable in the aggregate than the health, welfare, retirement, fringe benefits and other benefits (with the same exclusions) provided to such Company Employee immediately prior to the Closing Date. No offer For the avoidance of doubt, any changes to the terms and conditions of employment has been for the Company Employees must be made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy in accordance with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateLaw.

Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) On the name Closing Date, each person who is an employee or independent contractor of such Employee Seller immediately prior to the Closing (the "Affected Employees and the date as Independent Contractors") shall cease to be an employee or independent contractor of which such Employee was originally hired by the Selling EntitiesSeller, and whether the Employee is on an active or inactive status; (ii) for at least a one-month period following the Closing Date, Buyer shall cause the Business to continue to employ each such Employee’s title; (iii) whether the Affected Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation and Independent Contractor in a position substantially similar to that held with Seller as of the date Closing Date and at the same location, with salaries or wages substantially equivalent to those provided as of this Agreementsuch date, equity vesting scheduleexcept for employees or independent contractors who (x) shall be terminated "for cause," (y) voluntarily terminate their employment, or (z) prior to the Closing were employed for a contractually specified time period and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization are terminated upon expiration of that is held by such time period. Following the Closing Date, Buyer shall, or shall cause the Business to, provide each Affected Employee and Independent Contractor with benefits that is used are substantially comparable in connection with the Businessaggregate to the benefits provided, in Buyer's sole discretion, to (x) similarly situated employees and independent contractors of Buyer, or (y) each such Affected Employee or Independent Contractor immediately prior to the Closing Date. Except as disclosed on Schedule 3.13(aprovided in Section 5.4(b), Buyer, in providing such substantially comparable benefits, shall not be required to provide or maintain any particular plan or benefit which was provided to or maintained for Affected Employees and Independent Contractors prior to the employment Closing Date. Buyer shall give full credit for all service with Seller or any ERISA Affiliate to the extent that service was recognized under the applicable Plan of Seller or any ERISA Affiliate, to each Affected Employee or Independent Contractor for purposes of eligibility to participate in, vesting or payment of benefits under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including, without limitation, any vacation pay plan or policy) on or after the Closing Date but not for purposes of benefit accrual. Prior to the Closing, Seller will furnish Buyer with a list of the length of service with Seller or its Affiliates for each of the Affected Employees and Independent Contractors. For purposes of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted computing deductible amounts (or which has been accepted but where the individual’s employment has not yet started. All contracts of service like adjustments or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicablelimitations on coverage) other than a claim under any applicable employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan. Employees " as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the UK holding stock options in applicable welfare benefit plan of Seller or any of Affiliate for the Selling Entities will current plan year shall be entitled to exercise those stock options for a period not less than 3 months credited or recognized under the comparable plan maintained after the Transfer DateClosing Date by Buyer or its subsidiaries for the plan year ending in 1998.

Employees; Employee Benefits. (a) Employees Subject to European data protection legislation, Schedule 3.13(a) 2.12 sets forth, with respect to each employee forth the names of the Selling Entities who is employed in the Business (including any such employee all employees of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this AgreementAgreement (the "Seller Employees") and, equity vesting schedulewith respect to each Seller Employee, such Seller Employee's job title and the date of commencement of employment of such Seller Employee. Seller has accrued on its books and records all obligations for salaries, vacations, benefits and other compensation with respect to its Seller Employees and any of its Former Seller Employees (as defined below), to the extent required by GAAP, including, but not limited to, severance, bonuses, incentive and deferred compensation, and whether all commissions and other fees payable to salespeople, sales representatives and other agents. Seller does not currently offer, and has never offered, retiree health and insurance benefits to Seller Employees and Former Seller Employees, and Seller does not have any liabilities (contingent or otherwise) with respect thereto. Except as set forth in Schedule 2.12, there are no outstanding loans from Seller to any Seller Employee or any other third party. Complete and correct copies of all written agreements with or concerning Seller Employees, including, without limitation, union and collective bargaining agreements, and all employment policies, and all amendments and supplements thereto, have been delivered to Buyer, and a list of all such Employee agreements and policies is eligible set forth in Schedule 2.12. None of the Seller Employees has, to participate in the knowledge of Seller, indicated a desire to terminate his or her employment other than at normal retirement age, or any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used intention to terminate his or her employment in connection with the Businesstransactions contemplated by this Agreement. Except as disclosed on set forth in Schedule 3.13(a)2.12, the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment since its formation, Seller has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee not, except in the UK can be terminated by three months notice ordinary course of business and consistent with past practice, (i) increased the salary or less without giving rise other compensation payable or to any claim (other than statutory redundancy become payable to or unfair dismissal, if applicable) other than a claim under any applicable for the benefit plan. Employees in the UK holding stock options in of any of the Selling Entities will be entitled Seller Employees, (ii) provided any of the Seller Employees with any increased security or tenure of employment, (iii) increased the amounts payable to exercise those stock options any of the Seller Employees upon the termination of any such person's employment or (iv) adopted, increased, augmented or improved benefits granted to or for a period not less than 3 months after the Transfer Datebenefit of any of the Seller Employees under any Seller Benefit Plan.

Employees; Employee Benefits. (a) Employees Subject Except as provided in the Transition Services Agreement, for the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Buyer shall, or shall cause the Companies or the Subsidiaries to, provide each U.S. Employee with compensation and benefits that are substantially comparable in the aggregate to European data protection legislationthe compensation and benefits provided to each such Employee as of the date hereof and disclosed to Buyer (excluding equity-based compensation or benefits, Schedule 3.13(a) sets forth, special retention and other similar bonuses paid or payable with respect to each employee arrangements established to ensure continuity of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absenceemployment arising from this transaction), maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) provided that (i) Buyer, in providing such substantially comparable compensation and benefits, shall not be required to provide or maintain any particular plan or benefit that was provided to or maintained for Employees prior to the name Closing (and, for the avoidance of such Employee and doubt, the Parties agree that the benefits listed in Section 5.8(a) of the Disclosure Schedule are substantially comparable in the aggregate to the benefits provided to the U.S. employees as of the date as of which such Employee was originally hired by hereof) and (ii) nothing herein shall be deemed to create anything other than an “at will” employment relationship between the Selling EntitiesBuyer, the Companies or the Subsidiaries, on the one hand, and whether any U.S. Employee, on the other hand. Buyer shall treat all service completed by a U.S. Employee is with any of the Companies, Subsidiaries or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for purposes of waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, in respect of the U.S. Employees, any “employee benefit plan” as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date in which an active or inactive status; Employee participates, except for purposes of benefit accruals and only to the extent (i) such service crediting will not result in duplication of benefits and (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt service was credited under the Fair Labor Standards Act; analogous Company U.S. Benefit Plans immediately prior to the Closing Date. For purposes of computing deductible amounts (ivor like adjustments or limitations on coverage) such Employee’s base compensation as for the plan year in which the Closing Date occurs under any employee welfare benefit plan in respect of the date U.S. Employees (including, without limitation, any “employee welfare benefit plan” as defined in Section 3(l) of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(aERISA), expenses and claims recognized during such year for similar purposes under the employment applicable welfare benefit plan of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will Companies, any Subsidiaries or any Affiliate thereof shall be entitled to exercise those stock options for a period not less than 3 months credited or recognized under the comparable plan maintained after the Transfer DateClosing Date by Buyer to the extent such crediting will not result in the duplication of benefits.

Employees; Employee Benefits. (a) Employees Subject For the six month period following the Closing, the Company shall cause each Acquired Company to European data protection legislationprovide each individual who is actively employed by such Acquired Company on the Closing Date (each, Schedule 3.13(aan "Employee") sets forthwith salary, bonuses and benefits that are substantially comparable in the aggregate to the salary, bonuses and benefits provided to each such Employee immediately prior to the Closing (excluding special retention and other similar bonuses paid or payable with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short year 1998 or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(atransactions contemplated hereby), provided that no Person, in providing such substantially comparable salary, bonuses and benefits, shall be required to continue to employ any such Employee during such six-month period or to provide or maintain any particular plan or benefit which was provided to or maintained for Employees prior to the employment Closing. The Acquired Companies shall treat all pre-Closing service completed by an Employee with any Acquired Company or any Affiliate thereof, and any predecessor thereto, the same as post-Closing service completed with such Acquired Company for vesting and eligibility purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by the Company on or after the Closing Date. Prior to the Closing, the Existing Stockholder shall furnish the Purchaser with a list of the length of 58 63 service with each Acquired Company or its Affiliates for each of the Employees Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the Business is terminable applicable welfare benefit plan of any Acquired Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateAcquired Companies.

Employees; Employee Benefits. (a) Employees Subject to European data protection legislationEffective as of the Closing, Schedule 3.13(a) sets forthPurchaser shall, with respect to and shall cause its Affiliates to, continue the employment of each employee of the Selling Entities Companies who was employed by any such entities immediately prior to the Closing and who is employed in the Business (including any such employee of Seller who is listed on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recallSchedule 7.10(a) (the “Continuing Employees“”) (i) the name of such Employee on terms and the date conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect as of which immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such Employee was originally hired by individuals who come off of long-term disability without violating the Selling Entitiesnon-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and whether shall cause its Affiliates to, implement benefit plans that will provide the Employee is on an active or inactive status; Continuing Employees with employee benefits (iiincluding, but not limited to, incentive programs, health and welfare benefits and retirement programs) such Employee’s title; (iii) whether that are, in the Employee is classified as exempt or non-exempt under aggregate, substantially similar to those provided to the Fair Labor Standards Act; (iv) such Employee’s base compensation Continuing Employees as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Businesshereof. Except as disclosed on Schedule 3.13(a)set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of each of any Continuing Employee for any reason (or for no reason) following the Employees of the Business is terminable Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted Purchaser or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of its Affiliates (including the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateCompanies).

Employees; Employee Benefits. (a) Employees Subject For the six month period following the Closing, the Company shall cause each Acquired Company to European data protection legislationprovide each individual who is actively employed by such Acquired Company on the Closing Date (each, Schedule 3.13(aan "Employee") sets forthwith salary, bonuses and benefits that are substantially comparable in the aggregate to the salary, bonuses and benefits provided to each such Employee immediately prior to the Closing (excluding special retention and other similar bonuses paid or payable with respect to each employee of the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short year 1998 or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(atransactions contemplated hereby), provided that no Person, in providing such substantially comparable salary, bonuses and benefits, shall be required to continue to employ any such Employee during such six-month period or to provide or maintain any particular plan or benefit which was provided to or maintained for Employees prior to the employment Closing. The Acquired Companies shall treat all pre-Closing service completed by an Employee with any Acquired Company or any Affiliate thereof, and any predecessor thereto, the same as post-Closing service completed with such Acquired Company for vesting and eligibility purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, early retirement or any subsidized benefit provided for under any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by the Company on or after the Closing Date. Prior to the Closing, the Existing Stockholder shall furnish the Purchaser with a list of the length of service with each Acquired Company or its Affiliates for each of the Employees Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the Business is terminable applicable welfare benefit plan of any Acquired Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateAcquired Companies.

Employees; Employee Benefits. (a) Employees Subject All employees of Exchange and Exchange Bank who are actively employed at the Effective Time and who Rurban determines to European data protection legislation, Schedule 3.13(aretain after the Merger shall continue as employees of Exchange Bank (“Continuing Employees”) sets forthat the Effective Time and, with respect to each employee continuing Employees who are not currently covered by a written employment or severance agreement with Exchange Bank, shall be employed as at-will employees of Exchange Bank. Continuing Employees shall continue to participate in the Exchange Compensation and Benefit Plans unless and until Rurban, in its sole discretion, shall determine that all or some of the Selling Entities who is employed Exchange Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of Rurban or a Rurban Subsidiary. Following the termination or merger of all or some of the Exchange Compensation and Benefit Plans, Rurban will, or will cause its Subsidiaries to, provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (other than equity or equity-based plans and programs) that are no less than the benefits provided to similarly situated employees of Rurban and its Subsidiaries. At such time as the Continuing Employees shall participate in any employee benefit plans of Rurban pursuant to the Business foregoing, each such Continuing Employee shall be credited with years of service with Exchange, Exchange Bank and, to the extent credit would have been given by Exchange or Exchange Bank for years of service with a predecessor (including any such business organization acquired by Exchange or Exchange Bank), years of service with a predecessor of Exchange or Exchange Bank, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of Seller who is on a leave of absenceRurban, maternity leave, short and shall not be subject to any exclusion or long term disabilitypenalty for pre-existing conditions that were covered under the Exchange Compensation and Benefit Plans immediately prior to the Effective Time, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise waiting period relating to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Datesuch coverage.

Employees; Employee Benefits. (a) Employees Subject Buyer shall be entitled to European data protection legislationdiscuss potential post-Closing employment opportunities and responsibilities with any Business Employee provided that any employment offers are conditioned upon Closing, Schedule 3.13(a) sets forth, and further provided that Buyer shall continue to comply with respect to each employee the non-solicitation provisions of the Selling Entities who non-disclosure agreement signed by Buyer and Seller if this Agreement is employed terminated in accordance with Section 10.1. Prior to the Closing Date and as contemplated by Section 3.2, Seller shall effect a restructuring of the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recallby terminating certain Business Employees as described in Schedule 8.8(a) (the “Employees“) Restructuring”). Prior to the Closing Date, Seller shall also transfer to the Companies (i) all Business Employees whose employment has not been or will not be terminated as part of the name Restructuring and who have agreed to become employed by Buyer or either of such Employee the Companies at Closing and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employeeall employees of Seller who have agreed to become employed by Buyer or either of the Companies at Closing. Seller shall pay all costs associated with the Restructuring in accordance with Seller’s title; (iii) whether current policies and practices. Buyer will take no post-closing actions that will trigger obligations or liabilities on the Employee is classified as exempt or non-exempt part of Seller with respect to the Restructuring, including without limitation obligations and liabilities under the Fair Labor Standards Worker Adjustment and Retraining Notification Act; (iv) such Employee’s base compensation , as amended. Because the Companies do not directly employ most of their respective employees as of the date of this Agreementthe Agreement and most employees who perform services for the Business are employed directly by Seller, equity vesting schedule, certain Intellectual Property Rights and whether such Employee is eligible Technology directly related to participate and used primarily in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees current operation of the Business is terminable may be owned by Seller pursuant to confidentiality, nondisclosure and invention assignment agreements between Seller and such Business Employees and by virtue of the employer—employee relationship between Seller and the Business Employees. Prior to the Closing, Seller shall assign to the Companies all of Seller’s right, title and interest in and to Intellectual Property Rights and Technology used primarily in the current operations of the Business that was developed or created by the Selling Entities at willBusiness Employees, and Seller shall assign to the Companies all applicable right, title and interest of Seller under such agreements between Seller and such Business Employees. No offer Prior to Closing, Seller must also record the assignment of employment has been made by the Selling Entities all Patents and Trademarks pursuant to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee this Section in the UK can be terminated by three months notice applicable patent, trademark, or less without giving rise to any claim other intellectual property registration office (other than statutory redundancy or unfair dismissalwhich for the United States, if applicable) other than a claim under any applicable benefit plan. Employees in for example, is the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer DateUnited States Patent and Trademark Office).

Employees; Employee Benefits. (a) Employees Subject Buyer shall offer to European data protection legislationemploy each person listed on Schedule 5.9(a), Schedule 3.13(a) sets forth, with respect to each who is an employee of either Seller or its affiliates or Systems Chemistry on the Selling Entities who is employed in the Business (including any such employee of Seller who is on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) Closing Date (the “"Affected Employees“) (i) "), other than Affected Employees who are not actively employed by Seller or its affiliates or Systems Chemistry on the name of such Employee and the date as of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active Closing Date in a position substantially similar to that held with Seller or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt its affiliates or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation Systems Chemistry as of the date Closing Date, with base salaries or wages substantially equivalent to those provided as of such date. Buyer shall provide each Affected Employee who accepts employment with Buyer ("Transferred Employee") with benefits that are comparable in the aggregate to the benefits under the Plans provided to such Transferred Employees immediately prior to the Closing Date. Nothing in this AgreementSection 5.9 shall be deemed to require Buyer to retain any Transferred Employee for any period of time. Buyer agrees that as to any Affected Employee not offered employment, equity vesting schedulesuch action shall not be upon the basis of race, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Businesssex, age, religion, disability or national origin. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No Buyer's offer of employment has been made by may be conditioned upon an Affected Employee reporting to work within six business days after the Selling Entities Closing Date or providing a written physician's statement acceptable to the Buyer that the individual is fit to perform his or her job. Buyer shall give full credit for all service with Systems Chemistry, Seller, any individual which has not yet been accepted ERISA Affiliate or which has been accepted but where any other affiliate of such entities (together with ERISA Affiliates, "Affiliates"), and any predecessor thereto to the individual’s employment has not yet started. All contracts extent that service with such predecessor entity was recognized under the applicable Plan, to each Transferred Employee for purposes of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise eligibility to any claim (other than statutory redundancy or unfair dismissalparticipate in, if applicable) other than a claim and vesting under any applicable employee benefit plan (including, but not limited to, any "employee benefit plan. " as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries for Transferred Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months on or after the Transfer Date.Closing Date except Buyer's retiree medical plan, severance pay

Employees; Employee Benefits. (a) Effective on the Closing Date, Buyer or an Affiliate of Buyer shall offer (and Seller shall give Buyer an opportunity to offer) employment to all Employees Subject (except that Buyer shall not be obligated to European data protection legislationoffer employment to any of the Employees identified on Schedule 3.13(g) so long as Buyer gives written notice thereof to Seller within five (5) Business Days after the date hereof), on terms and conditions which, in the aggregate and for a period of at least one (1) year, provide economic value that is substantially comparable to that provided to the Transferred Employees (as defined below) on the Closing Date, including, without limitation, employee benefit plans and benefit arrangements which, in the aggregate, provide the Transferred Employees economic value that is substantially comparable to that provided by Seller and its Affiliates to the Employees on the Closing Date under the Seller Benefit Plans disclosed on Schedule 3.13(b), without taking into account the value of any option or equity-based grants or arrangements, severance arrangements or vacation or other paid time off arrangements. Buyer's offers of employment to such Employees shall be made as soon as practicable following the date hereof; provided, however, that all such offers of employment shall be made no later than the day prior to the Closing Date and all such offers shall remain open at least until the Closing Date. Those Employees who accept such offers of employment with Buyer or an Affiliate of Buyer effective as of the Closing Date (or, if applicable, upon expiration of any authorized leave within one (1) year of the Closing Date) shall be referred to herein as "Transferred Employees." Seller will deliver to Buyer on the Closing Date an updated version of Schedule 3.13(a) sets forth, with respect to each employee that lists all Employees as of the Selling Entities who is employed in the Business (including any most recent practicable date, which updated schedule shall also indicate as of such employee of Seller who is date which such Employees are on a leave of absence, maternity leave, short or long term disability, or on layoff status subject to recall) (the “Employees“) (i) the name of such Employee absence and the date as type of which such Employee was originally hired by the Selling Entities, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; (iii) whether the Employee is classified as exempt or non-exempt under the Fair Labor Standards Act; (iv) such Employee’s base compensation as of the date of this Agreement, equity vesting schedule, and whether such Employee is eligible to participate in any Employee Benefit Plans; and (v) any governmental authorization that is held by such Employee and that is used in connection with the Business. Except as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less without giving rise to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Dateleave.

Employees; Employee Benefits. (a) Employees Subject Commercial shall, or ---------------------------- shall cause the appropriate Commercial Subsidiary to, permit employees of Bancorp or any Bancorp Subsidiary who are employees with Bancorp or any Bancorp Subsidiary as of immediately prior to European data protection legislation, Schedule 3.13(a) sets forth, with respect to each employee the Effective Time and become employees of Commercial or a Commercial Subsidiary as of the Selling Entities who is employed Effective Time ("Transferred Employees") to participate in the Business employee benefit plans, programs and arrangements of Commercial or the Commercial Subsidiaries, as applicable (including the "Commercial Plans"), on the same terms as such plans and benefits are offered to similarly situated employees of Commercial or the Commercial Subsidiaries, as applicable. Commercial shall recognize, or shall cause the appropriate Commercial Subsidiary to recognize, each Transferred Employee's service with Bancorp or any Bancorp Subsidiary for purposes of determining eligibility to participate in and vest under the Commercial Plans, but not for purposes of benefit accruals under any such employee plans and no such Transferred Employees or dependents shall be subject to any uninsured waiting periods or preexisting condition exclusions under any plan of Seller who is on a leave of absenceCommercial or the Bank. Furthermore, maternity leavebenefit levels under the welfare plans sponsored by Commercial or the Bank shall be determined based upon prior service with the Company. (b) Notwithstanding the foregoing, short or long term disabilityCommercial shall, or on layoff status subject shall cause the appropriate Commercial Subsidiary to, (A) provide severance benefits to recall) (the “Employees“) Transferred Employees who (i) were employees of Bancorp or any Bancorp Subsidiary immediately prior to the name of such Employee and the date as of which such Employee was originally hired by the Selling EntitiesEffective Time, and whether the Employee is on an active or inactive status; (ii) such Employee’s title; are terminated without cause as of or within 12 months after the Effective Time by Commercial or a Commercial Subsidiary (but not upon termination by the employee or termination for cause by Commercial or a Commercial Subsidiary) and (iii) whether are not otherwise entitled to any severance benefits under any Contract as a result or in respect of such termination, in the Employee is classified amounts as exempt or non-exempt under Previously Disclosed, which amounts, less applicable withholding taxes, shall be paid upon the Fair Labor Standards Act; effectiveness of such termination and (ivB) such Employee’s base compensation recognize and carry forward as of the date Effective Time all sick leave and vacation accrued by each Transferred Employee during the 12 month period ending on (and including) the Closing Date under the respective policies of this Agreement, equity vesting schedule, Bancorp or the appropriate Bancorp Subsidiary (but (x) without giving effect to any accrued benefits carried forward from any time prior to such 12-month period under such Bancorp and whether such Employee is eligible to participate in any Employee Benefit Plans; Bancorp Subsidiary policies and (vy) any governmental authorization that is held by in no event greater than such Employee and that is used in connection with the Business. Except benefits as disclosed on Schedule 3.13(a), the employment of each of the Employees of the Business is terminable by the Selling Entities at will. No offer of employment has been made by the Selling Entities to any individual which has not yet been accepted or which has been accepted but where the individual’s employment has not yet started. All contracts of service or consultancy with any Employee in the UK can be terminated by three months notice or less would accrue under such policies during one full calendar year without giving rise effect to any claim (other than statutory redundancy or unfair dismissal, if applicable) other than a claim accrued benefits carried forward from prior calendar years under any applicable benefit plan. Employees in the UK holding stock options in any of the Selling Entities will be entitled to exercise those stock options for a period not less than 3 months after the Transfer Datesuch policies).