Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Purchaser shall, or shall cause its affili- ates to, continue to employ on the Closing Date each person who is an employee of the Company, including all active employees and those employees who are as of the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing Date. (b) Following the Closing, Purchaser shall, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing Date.

Employees; Employee Benefits. (a) Purchaser shallPrior to the Closing Date, or shall cause its affili- ates toBuyer may make offers of employment, continue to employ contingent on the Closing Date each person who is Closing, on an employee at-will basis to the employees of the CompanyBusiness as mutually agreed by Buyer and Seller (such employees, including all active employees the “Business Employees”); provided that Buyer shall undertake to make any such offers in writing and those employees shall comply with applicable Law. Such Business Employees who are accept Buyer’s offer of employment and commence working for Buyer or a Subsidiary of Buyer as of the Closing Date on qualified leave are hereinafter referred to as the “Continuing Employees”. The Parties agree that the Continuing Employees will not be treated as incurring a separation from service under Treasury Regulation Section 1.409A-1(h) for purposes of absence any Employee Plan, severance or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation other deferred compensation plans of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing DateSeller. (b) Following With respect to each employee benefit plan maintained by the Buyer or any of Subsidiary of Buyer in which Continuing Employees become eligible to participate on or after the Closing, Purchaser shallthe Continuing Employees shall be given credit for all service with Seller or a Subsidiary of Seller, or shall cause its affiliates toas applicable, provide each Affected Employee for purposes of determining eligibility to participate and vesting (excluding with benefits substantially equivalent respect to any equity compensation awards) to the benefits provided same extent as if such services had been rendered to each such Affected Employee immediately prior Buyer or any of its Affiliates. (c) As to the plan years then in place at the Closing. Notwithstanding the foregoing, Purchaser agreesBuyer shall use all reasonable best efforts to: (i) waive all limitations as to assume pre-existing conditions, exclusions, evidence of insurability requirements, actively-at-work requirements, and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan waiting periods with respect to calendar year 1998participation and coverage requirements applicable to the Continuing Employees and their dependents under any welfare or fringe benefit plan in which the Continuing Employees and their dependents may be eligible to participate after the Closing; and (ii) for provide each Continuing Employee with credit under any welfare plan or fringe benefit plan in which the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior Continuing Employee becomes eligible to the Closing, to continue to maintain the Excess Benefit Plan following participate after the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived and deductibles paid by and out-of-pocket requirements satisfied by such Continuing Employee for the then current plan year under the terms corresponding welfare or fringe benefit plan maintained by Seller or any Subsidiary of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan Seller prior to the Closing. (cd) Purchaser acknowledges that Notwithstanding the consummation foregoing, this Section 6.5 is not intended to and shall not (i) create any third party rights, (ii) amend any Employee Plan, (iii) require Buyer or its Subsidiaries to continue any employee benefit plan, program, policy agreement or arrangement beyond the time when it otherwise lawfully could be terminated or modified, or (iv) provide any Business Employee or Continuing Employee with any rights to continued employment, severance pay or similar benefits following any termination of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing Dateemployment.

Employees; Employee Benefits. (a) Purchaser shall, or shall cause its affili- ates to, continue to employ on the Closing Date each person who is an employee Section 2.16(a) of the Company, including all active employees Seller Disclosure Letter sets forth a complete and those employees who are correct list as of the Closing Date date of this Agreement of all Employees currently employed by or at a Branch Office, including their job titles and base salary, commission, bonus and other incentive compensation, employment location, most recent date of hire, adjusted date of hire, each Employee Benefit Plan in which they are eligible to participate, service credited for purposes of vesting and eligibility under any Employee Benefit Plan, status as full-time or part-time, current status as either active or on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectivelyand, if on leave, the "Affected Employees"type and beginning date of such leave and, if known, the date on which the Employee is expected to resume active service. (b) Section 2.16(b) of the Seller Disclosure Letter includes a complete list of each material Employee Benefit Plan (each a “Material Employee Benefit Plan”). Seller has delivered to Purchaser a correct and complete copy or written summary of each of Seller’s Material Employee Benefit Plans, on substantially equivalent terms and shall provide Purchaser with a copy of any other documents reasonably requested in writing by Purchaser with respect thereto. (including c) Seller has complied in all material respects with the health care continuation requirements of Section 601, et. seq., of ERISA with respect to positionEmployees and their spouses, dutiesformer spouses and dependents. (d) Section 2.16(d) of Seller Disclosure Letter sets forth a list of each contract that Seller has entered into with or for the benefit of any Employee, responsibilitiesincluding those containing noncompetition, compensationnon-solicitation, incentives confidentiality or other restrictive covenants. (e) On or before the Closing Date, Seller shall provide a list of the name and locationsite of employment of any and all Employees who have experienced, or will experience, an employment loss or layoff as defined by the WARN Act within ninety (90) to those provided on the date hereof calendar days prior to the Affected Employees subject, however, Closing Date. Seller shall update this list up to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of including the Closing Date. (bf) Following As of the Closingdate hereof, Purchaser shallnone of Xxx Xxxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxx, Xxxxx XxXxxxxx, Xxxx Xxxx or shall cause its affiliates toXxxxx Xxxxxx has notified Seller of his or her intention to terminate employment with Seller. There is no proceeding pending or, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior knowledge of Seller, threatened under the Fair Labor Standards Act of 1938, as amended (or under any state or local wage and hour laws and regulations) against Seller which affects the Branch Business, nor, to the Closingknowledge of Seller, is there any basis for any of the same. Notwithstanding There are no proceedings or disputes pending or, to the foregoingknowledge of Seller, Purchaser agrees: (i) threatened by any Employee in relation to assume and honor the his or her terms of employment or in relation to any discrimination issue or the Clear Shield National Inc. 1998 Management Incentive Plan termination of his or her employment. To the knowledge of Seller, Seller’s labor relations with the Employees are satisfactory. Seller is not a party to or bound by any collective bargaining agreement with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne IndustriesEmployees. There is no actual, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior or to the Closingknowledge of Seller, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees thatthreatened labor strike, for purposes of all employee benefit plans (includingorganized work stoppage or lockout, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit depends, in whole any dispute or in part, on length of service, credit will be given to the Affected Employees for service previously credited controversy with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible a union or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to unionization or collective bargaining involving any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing DateEmployees.

Employees; Employee Benefits. (a) Purchaser shallBuyer shall offer to continue the employment, or shall cause its affili- ates to, continue to employ on after the Closing Date Date, of each person who is an active employee of the Company, including all active employees and those employees who are as of Business on the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected EmployeesAFFECTED EMPLOYEES"), on substantially equivalent terms (including ) in a position that is comparable to that held with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company Business as of the Closing Date, at a base salary comparable to that provided as of such date. No employee of the Business who is on a leave of absence or who is absent from work on account of a disability on the Closing Date (the "ABSENT EMPLOYEES") shall become an employee of Buyer as of the Closing Date. Section 5.7 of the Seller Disclosure Schedule sets forth the name of each Absent Employee, the commencement date of his or her absence and the reason for such absence. If the terms of the Absent Employee's leave of absence or disability absence provides for continued employment with the Business, Buyer shall offer employment to each such Absent Employee listed in Section 5.7 of the Seller Disclosure Schedule in accordance with such employee's reemployment terms as of the date after the Closing Date that the employee returns to work. An Absent Employee shall become an Affected Employee on the date such employee returns to work having accepted employment with the Buyer (the "REEMPLOYMENT DATE"). Prior to the Reemployment Date, the Absent Employee shall continue to be an employee of Seller and shall not be an employee of Buyer. (b) Following As of the ClosingClosing Date, Purchaser shallAffected Employees shall cease to participate in the employee welfare benefit plans (as such term in defined in ERISA) maintained or sponsored by Seller or its Affiliates (the "PRIOR WELFARE PLANS") and shall commence to participate in welfare benefit plans of Buyer or its Affiliates (the "REPLACEMENT WELFARE PLANS"). Buyer shall use its reasonable efforts to (i) waive all limitations as to pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to Affected Employees under the Replacement Welfare Plans, other than limitations or shall cause its affiliates towaiting periods that were in effect with respect to such employees under the Prior Welfare Plans and that have not been satisfied as of the Closing Date, and (ii) provide each Affected Employee with benefits substantially equivalent credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any deductible or out-of-pocket requirements under the Replacement Welfare Plans. (c) For a period of one year immediately following the Closing Date, the coverage and benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior pursuant to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit dependsarrangements maintained by Buyer or its Affiliates shall be, in whole or in partthe aggregate, on length of service, credit will be given not less favorable than those generally provided to the Affected Employees for service previously credited with the Seller employees of Buyer or Omniquip International, Inc. and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan subsidiaries immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable Date. Buyer shall use its reasonable efforts to an cause any Affected Employee on or who accepts employment with Buyer to be given credit for all service with the Business and Seller under all employee benefit plans, programs and policies, and fringe benefits of Buyer in which they become participants for purposes of eligibility, vesting and benefit accrual. Buyer shall be responsible and assume all liability for all salary and, except in the case of a pension plan as defined in ERISA, benefit continuation and/or severance payments relating to any Affected Employee that may be payable as a result of any termination by Buyer of the employment of any such Affected Employee within five years after the Closing Date, and for all notices, payments, fines or assessments due to any government authority pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the extent employment, discharge or layoff of employees by Buyer within five years after the Closing Date, including, but not limited to, such Affected Employee had satisfied liability as arises under the Worker Adjustment and Retraining Notification Act and any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation rules or regulations as have been issued in connection with any of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policyforegoing. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically The parties hereto acknowledge that nothing herein is intended to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which imply that Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only have liability after five years with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at matters set forth in preceding sentence. (d) As of the Closing Date, Buyer shall assume the employment agreements listed in Section 5.7(d)(i) of the Seller Disclosure Schedule (the "EMPLOYMENT AGREEMENTS"), which Employment Agreements shall thereafter be binding obligations of Buyer. As of the Closing Date, Buyer shall assume the letter agreements, as amended, initially entered into during the period commencing on March 14, 1996 and ending on May 22, 1997, between Seller and the persons listed in Section 1.2(k) of the Seller Disclosure Schedule. (e) The benefits of the Affected Employees in any of Seller's or its Asset Affiliates' tax qualified retirement plans shall not be transferred to tax qualified plans and trusts maintained or to be established by Buyer. Seller and its Asset Affiliates shall retain all (and Buyer does not assume any) liability with respect to benefits payable to any Affected Employees from such plans. The benefits of the Affected Employees in Seller's or its Asset Affiliates' plans shall be paid to the Affected Employees according to the terms of such plans. (f) Except as otherwise provided in Section 5.7(d) hereof, Buyer shall not assume any employee benefit plan entered into or established by Seller or any Asset Affiliate with or for the benefit of any employee of the Seller or any Asset Affiliate. Any assets or trust fund established or maintained by Seller or any Asset Affiliate with respect to any such employee benefit plan shall be retained by and remain the responsibility of Seller, the applicable Asset Affiliate or the applicable trustee. The trust fund contemplated by clause 4 of the Hogax Xxxvices Agreement and all assets therein shall be retained by and be the responsibility of Snorkel-Australia. (g) Seller shall be liable for and be responsible for the administration of all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Affected Employees pending as of the Closing Date, or made after the Closing Date but relating to events occurring prior to the Closing Date. Buyer shall have responsibility for and shall indemnify and hold harmless Seller from and against any and all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Affected Employees made after the Closing Date and relating to events occurring after the Closing Date.

Employees; Employee Benefits. (a) Purchaser shallBuyer shall offer to continue the employment, or shall cause its affili- ates to, continue to employ on after the Closing Date Date, of each person who is an active employee of the Company, including all active employees and those employees who are as of Business on the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including ) in a position that is comparable to that held with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company Business as of the Closing Date, at a base salary comparable to that provided as of such date. No employee of the Business who is on a leave of absence or who is absent from work on account of a disability on the Closing Date (the "Absent Employees") shall become an employee of Buyer as of the Closing Date. Section 5.7 of the Seller Disclosure Schedule sets forth the name of each Absent Employee, the commencement date of his or her absence and the reason for such absence. If the terms of the Absent Employee's leave of absence or disability absence provides for continued employment with the Business, Buyer shall offer employment to each such Absent Employee listed in Section 5.7 of the Seller Disclosure Schedule in accordance with such employee's reemployment terms as of the date after the Closing Date that the employee returns to work. An Absent Employee shall become an Affected Employee on the date such employee returns to work having accepted employment with the Buyer (the "Reemployment Date"). Prior to the Reemployment Date, the Absent Employee shall continue to be an employee of Seller and shall not be an employee of Buyer. (b) Following As of the ClosingClosing Date, Purchaser shallAffected Employees shall cease to participate in the employee welfare benefit plans (as such term in defined in ERISA) maintained or sponsored by Seller or its Affiliates (the "Prior Welfare Plans") and shall commence to participate in welfare benefit plans of Buyer or its Affiliates (the "Replacement Welfare Plans"). Buyer shall use its reasonable efforts to (i) waive all limitations as to pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to Affected Employees under the Replacement Welfare Plans, other than limitations or shall cause its affiliates towaiting periods that were in effect with respect to such employees under the Prior Welfare Plans and that have not been satisfied as of the Closing Date, and (ii) provide each Affected Employee with benefits substantially equivalent credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any deductible or out-of-pocket requirements under the Replacement Welfare Plans. (c) For a period of one year immediately following the Closing Date, the coverage and benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior pursuant to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit dependsarrangements maintained by Buyer or its Affiliates shall be, in whole or in partthe aggregate, on length of service, credit will be given not less favorable than those generally provided to the Affected Employees for service previously credited with the Seller employees of Buyer or Omniquip International, Inc. and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan subsidiaries immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable Date. Buyer shall use its reasonable efforts to an cause any Affected Employee on or who accepts employment with Buyer to be given credit for all service with the Business and Seller under all employee benefit plans, programs and policies, and fringe benefits of Buyer in which they become participants for purposes of eligibility, vesting and benefit accrual. Buyer shall be responsible and assume all liability for all salary and, except in the case of a pension plan as defined in ERISA, benefit continuation and/or severance payments relating to any Affected Employee that may be payable as a result of any termination by Buyer of the employment of any such Affected Employee within five years after the Closing Date, and for all notices, payments, fines or assessments due to any government authority pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the extent employment, discharge or layoff of employees by Buyer within five years after the Closing Date, including, but not limited to, such Affected Employee had satisfied liability as arises under the Worker Adjustment and Retraining Notification Act and any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation rules or regulations as have been issued in connection with any of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policyforegoing. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically The parties hereto acknowledge that nothing herein is intended to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which imply that Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only have liability after five years with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at matters set forth in preceding sentence. (d) As of the Closing Date, Buyer shall assume the employment agreements listed in Section 5.7(d)(i) of -66- the Seller Disclosure Schedule (the "Employment Agreements"), which Employment Agreements shall thereafter be binding obligations of Buyer. As of the Closing Date, Buyer shall assume the letter agreements, as amended, initially entered into during the period commencing on March 14, 1996 and ending on May 22, 1997, between Seller and the persons listed in Section 1.2(k) of the Seller Disclosure Schedule. (e) The benefits of the Affected Employees in any of Seller's or its Asset Affiliates' tax qualified retirement plans shall not be transferred to tax qualified plans and trusts maintained or to be established by Buyer. Seller and its Asset Affiliates shall retain all (and Buyer does not assume any) liability with respect to benefits payable to any Affected Employees from such plans. The benefits of the Affected Employees in Seller's or its Asset Affiliates' plans shall be paid to the Affected Employees according to the terms of such plans. (f) Except as otherwise provided in Section 5.7(d) hereof, Buyer shall not assume any employee benefit plan entered into or established by Seller or any Asset Affiliate with or for the benefit of any employee of the Seller or any Asset Affiliate. Any assets or trust fund established or maintained by Seller or any Asset Affiliate with respect to any such employee benefit plan shall be retained by and remain the responsibility of Seller, the applicable Asset Affiliate or the applicable trustee. The trust fund contemplated by clause 4 of the Xxxxx Services Agreement and all assets therein shall be retained by and be the responsibility of Snorkel-Australia. (g) Seller shall be liable for and be responsible for the administration of all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Affected Employees pending as of the Closing Date, or made after the Closing Date but relating to events occurring prior to the Closing Date. Buyer shall have responsibility for and shall indemnify and hold harmless Seller from and against any and all claims, losses, damages and expenses (including, without limitation, reasonable attorneys' fees) and other liabilities and obligations relating to or arising out of all workers' compensation claims of Affected Employees made after the Closing Date and relating to events occurring after the Closing Date.

Employees; Employee Benefits. (a) Purchaser shall, or shall cause its affili- ates to, continue to employ Except as set forth on the Closing Date each person who is an employee Section 4.11(a) of the CompanySeller Disclosure Schedule, including all active employees and those employees who are as of the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing Date. (b) Following the Closing, Purchaser shall, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change not, either alone or in Control" as defined in Section F combination with another event, (i) entitle any current or former employee, officer or director of the Clear Shield Severance Pay Policy. Notwithstanding Seller or any ERISA Affiliate to severance pay, unemployment compensation or any other provision similar payment or (ii) accelerate the time of this Agreementpayment or vesting, or increase the Purchaser agrees specifically to assumeamount of or otherwise enhance any benefit due any such employee, officer or director. (b) The Deferred Compensation Plan has been operated and to be bound byadministered in all material respects in accordance with its terms and with the requirements prescribed by any and all Applicable Law, including ERISA and the terms of the Clear Shield Severance Pay Policy Code, as applicable. (c) Except as set forth in the employment agreements and the form agreements listed Section 6.10(c4.11(c) of the Seller Disclosure Sched- uleSchedule, which no Seller represents Entity has entered into or currently maintains any employment agreements or other employment arrangements whether written, oral or otherwise with any Business Employee or any employee of any Seller Subsidiary (a "Seller Subsidiary Employee"), and all of the Business Employees and Seller Subsidiary Employees are "employees-at-will." No Seller Entity has received notice or indication from, or has reason to believe that, any of the Business Employees set forth in Section 3.02(a) of the Seller Disclosure Schedule shall (i) cease to be terminable Business Employees at will provided, however, that any point prior to the benefits applicable Hire Date; or (ii) be unwilling or unable to become or otherwise restricted or prohibited from becoming a Transferred Employee as of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing applicable Hire Date.

Employees; Employee Benefits. (a) Purchaser 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 the Effective Time and become employees of Commercial or a Commercial Subsidiary as of the Effective Time ("Transferred Employees") to participate in the employee benefit plans, programs and arrangements of Commercial or the Commercial Subsidiaries, as applicable (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 plans and no such Transferred Employees or dependents shall be subject to any uninsured waiting periods or preexisting condition exclusions under any plan of Commercial or the Bank. Furthermore, benefit 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, Commercial shall, or shall cause its affili- ates the appropriate Commercial Subsidiary to, continue (A) provide severance benefits to employ on Transferred Employees who (i) were employees of Bancorp or any Bancorp Subsidiary immediately prior to the Closing Date each person who is an Effective Time, (ii) 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) are not otherwise entitled to any severance benefits under any Contract as a result or in respect of such termination, in the Companyamounts as Previously Disclosed, including all active employees which amounts, less applicable withholding taxes, shall be paid upon the effectiveness of such termination and those employees who are (B) recognize and carry forward as of the Closing Date Effective Time all sick leave and vacation accrued by each Transferred Employee during the 12 month period ending on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and locationincluding) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue respective policies of Bancorp or the appropriate Bancorp Subsidiary (but (x) without giving effect to receive any accrued benefits carried forward from Purchaser short-term disability benefits which are no less favorable any time prior to such Affected Employees 12-month period under such Bancorp and Bancorp Subsidiary policies and (y) in no event greater than such benefits as those provided by the Company as of the Closing Datewould accrue under such policies during one full calendar year without giving effect to accrued benefits carried forward from prior calendar years under such policies). (bc) Following the ClosingFurther, Purchaser Commercial shall, or shall cause its affiliates the appropriate Commercial Subsidiary to, provide each Affected Employee with benefits substantially equivalent to perform after the benefits provided to each such Affected Employee immediately prior to Effective Time all of the Closing. Notwithstanding obligations of Bancorp or the foregoing, Purchaser agrees: (i) to assume and honor appropriate Bancorp Subsidiary under the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") severance agreements existing as of the date immediately prior to hereof which are between Bancorp or a Bancorp Subsidiary, on the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISAone hand, and all policies and employee fringe benefit programs, including vacation policies) management employees of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility Bancorp or benefit depends, in whole or in parta Bancorp Subsidiary, on length of service, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ulehand, which Seller represents to be terminable at will have been Previously Disclosed and which by their terms survive the Effective Time, provided, however, that Bancorp or the benefits -------- ------- Company shall make payments due as of or prior to the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing DateEffective Time.

Employees; Employee Benefits. (a) Purchaser Prior to the Closing Date, Seller shall transfer the employment of all Company Employees to the Company. Seller shall be solely responsible for any Liability incurred in connection with such transfers of employment (including, without 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 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 Company’s business may be owned by Seller pursuant to confidentiality, nondisclosure and invention assignment agreements between Seller and the Company Employees listed on Section 4.16 of the Disclosure Schedule and by virtue of the employer—employee relationship between Seller and the Company Employees. Prior to the Closing, Seller shall assign to the Company all of the Seller’s right, title and interest to all Intellectual Property Rights and Technology (other than the intellectual property and associated rights comprising and related to the Company’s ASi 4000 technology) used in the current operations of the Company’s business that was developed or created by the Company Employees, and Seller shall assign to the Company 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. (b) Buyer agrees that prior to the Closing, it will not require or request of Seller or the Company that Seller or the Company terminate any Company Employees. For a one-year period following the Closing, Buyer shall, or shall cause its affili- ates the Company to, continue to employ on the Closing Date provide each person Company Employee who is continues as an employee of the CompanyCompany (an “Employee”) with benefits that are at least substantially comparable in the aggregate to those benefits provided to similarly situated employees of Buyer (other than equity and performance based compensation). Buyer shall give full credit for all service with the Company or any Affiliate thereof, and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of the Company or any Affiliate, to each Employee for purposes of vesting and eligibility, including all active employees waiting periods relating to preexisting conditions under medical plans (except for purposes of determining the amount of any benefit under any defined benefit pension plan and those employees who are eligibility for early retirement or any subsidized benefit), any employee benefit plan (including any “employee benefit plan” as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including any vacation or accrued sick pay plan or policy) in which the Employees participate on or after the Closing Date. Prior to the Closing, the Company shall furnish Buyer with a list of the length of service with the Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including any “employee welfare benefit plan” as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date on qualified leave of absence by Buyer or are receiving benefits under its subsidiaries in which the Company's short- term disability program Employees participate. (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and locationc) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding Notwithstanding anything in paragraph (a) of this Agreement Section to the contrary, Affected Employees who if any Employee is discharged by the Company on or within 12 months after the Closing Date, then the Company shall be responsible for severance for such discharged Employee, such severance payable to be determined at the greater of the Company’s severance policy as set forth in Section 6.8(c) of the Disclosure Schedule or Buyer’s then current severance policy, giving effect to the provisions of Section 6.8(b). The Company shall be responsible and assume all liability for all notices or payments due to any Employee, and all notices, payments, fines or assessments due to any government authority, pursuant to any applicable foreign, Federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company after the Closing, including WARN and any rules or regulations as have been issued in connection with the foregoing. (d) Buyer shall cause the Company to indemnify, defend and hold harmless the officers, directors and employees of the Company to the same extent that such persons are receiving benefits entitled to indemnification as of the date hereof pursuant to the Company’s Articles of Incorporation, Bylaws and any agreements between such persons and the Company, for any acts or omissions prior to the Closing Date. Until the seventh anniversary of the Closing Date, Buyer shall provide policies of officers’ and directors’ liability insurance with reputable and financially sound carriers of at least the same coverage and amount and containing terms and conditions that are no less favorable in respect of acts or omissions occurring prior to the Closing Date covering each such person currently covered by such policies in effect of the date hereof. (e) Seller shall retain all liabilities for claims incurred by an Employee (and his or her eligible spouse and dependents) on or prior to the Closing Date under the Company's short-Plans that are welfare benefit plans within the meaning of Section 3(1) or ERISA and all short term disability program shall continue and salary continuation plans or arrangements (the “Welfare Plans”). For this purpose claims under any medical, dental, vision or prescription drug plan will be deemed to receive from Purchaser short-be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability benefits which are no less favorable plan or arrangement will be incurred on the date the Employee is first absent from work because of the condition giving rise to such Affected Employees disability and not when the Employee is determined to be eligible for benefits under the applicable Welfare Plan or other arrangement. Seller will provide any continuation coverage required under COBRA to each “qualified beneficiary” (as those provided by defined in COBRA) whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Company as shall be responsible for the continuation of health plan coverage, in accordance with the requirements of COBRA for any Employee or a qualified beneficiary under a Company health plan who first has a qualifying event after the Closing Date. (bf) Following Effective as of the ClosingClosing Date, Purchaser shallSeller shall transfer, or cause to be transferred, to Buyer an amount, in cash, equal to the excess, if any, of the aggregate 2006 contributions of all Employees then participating in Seller’s or its Affiliate’s flexible benefits plan (the “Seller Flexible Benefits Plan”), over the aggregate 2006 reimbursements to all Employees under such plan. Buyer shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent such amounts to the benefits provided be credited to each such Affected Employee immediately prior employee’s accounts under Buyer’s (or one of its affiliate’s) corresponding flexible benefit plan (the “Buyer Flexible Benefits Plan”) which shall be established and in effect for such employees as of the Closing Date, and all claims for reimbursement which have not been paid as of the date of the transfer to Buyer and credited under the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) Buyer Flexible Benefits Plan shall be paid pursuant to assume and honor under the terms of the Clear Shield National Inc. 1998 Management Incentive Buyer Flexible Benefits Plan. In connection with such transfer, Buyer shall deem that such employees’ deferral elections made under the Seller Flexible Benefits Plan with respect to for the 2006 calendar year 1998; and (ii) shall continue in effect under the Buyer Flexible Benefits Plan for the benefit remainder of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan 2006 calendar year following the Closing Date. (g) Buyer shall cause the "Excess Benefit Plan") Company to recognize and provide all accrued but unused vacation and personal days as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following reflected on the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the ClosingMost Recent Balance Sheet. (ch) Purchaser acknowledges that On the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision date of this Agreement, Buyer and each of the Purchaser agrees specifically to assume, and to be bound by, key Company Employees designated by Buyer shall enter into agreements which shall provide for the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at such employees employment after the Closing Date. (i) To the extent Seller and the Company deem advisable, Company Employees shall become fully vested in their accounts under the Tekelec 401(k) Plan.

Employees; Employee Benefits. (a) Purchaser shall, or shall cause its affili- ates to, continue to employ on the Closing Date each person 6.1 Employees of OTC who is an employee of the Company, including all active employees and those employees who are as of the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing Date. (b) Following the Closing, Purchaser shall, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing Date were dedicated to the Cappel Operations and which are identified in Schxxxxx 4 hereto (the "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 commence employment with Purchaser or December 31, 1996 (ii) waiting period limitation which would such actual employment date shall hereinafter be referred to as "Purchaser Employment Date"). Except as explicitly provided otherwise be applicable hereinafter Purchaser shall become responsible for all costs and liabilities attributable to an Affected Employee Transferred Employees who accept and actually commence employment with Purchaser accruing on or and after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will Employment Date; provided, however, 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) necessary 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 Clear Shield 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 Policy 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 be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only assume no obligation or liability with respect to any person Employee who is not a beneficiary 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 Clear Shield Severance Pay Policy 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 Closing 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 Transferred Employees, up to and including the last day of the 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 payment of all liabilities and obligations (including without limitation all accrued but unpaid wages, commissions, severance pay, vacation pay, sick pay, and 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 payment of any amounts due to its Employees (including the Transferred Employees) pursuant to its employee benefit plans as a result of the employment of 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 who accept employment with Purchaser accruing prior to the Purchaser Employment Date, whether payable on or after the Purchaser Employment Date. OTC is responsible for all incurred but unreported or unpaid medical claims occurring prior to the Purchaser Employment Date and for the cost associated with any hospital confinement which commences prior to the Purchaser Employment Date.

Employees; Employee Benefits. (a) Purchaser shallBuyer shall be entitled to discuss potential post-Closing employment opportunities and responsibilities with any Business Employee provided that any employment offers are conditioned upon Closing, or and further provided that Buyer shall cause its affili- ates to, continue to employ on comply with the non-solicitation provisions of the non-disclosure agreement signed by Buyer and Seller if this Agreement is terminated in accordance with Section 10.1. Prior to the Closing Date each person who is an employee and as contemplated by Section 3.2, Seller shall effect a restructuring of the CompanyBusiness by terminating certain Business Employees as described in Schedule 8.8(a) (the “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 Restructuring and who have agreed to become employed by Buyer or either of the Companies at Closing and (ii) all 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 current policies and practices. Buyer will take no post-closing actions that will trigger obligations or liabilities on the part of Seller with respect to the Restructuring, including all active without limitation obligations and liabilities under the Worker Adjustment and Retraining Notification Act, as amended. Because the Companies do not directly employ most of their respective employees and those employees who are as of the Closing Date on qualified leave date of absence the Agreement and most employees who perform services for the Business are employed directly by Seller, certain Intellectual Property Rights and Technology directly related to and used primarily in the current operation of the Business 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 are receiving benefits created by the Business 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. Prior to Closing, Seller must also record the Company's short- term disability program assignment of all Patents and Trademarks pursuant to this Section in the applicable patent, trademark, or other intellectual property registration office (collectivelywhich for the United States, for example, is the "Affected Employees"United States Patent and Trademark Office). (b) Except as agreed between Buyer and Seller pursuant to Section 8.8(a), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof Buyer agrees that prior to the Affected Employees subject, however, to continuation Closing it will not require or request of their at-will status and Seller or either Company that Seller or the absolute discretion of the Purchaser as to the precise terms and conditions of employmentCompanies terminate any Business Employees. Following the Closing, notwithstanding Buyer shall provide to each employee of Seller who continues as an employee of the Companies or becomes an employee of the Buyer from and after the Closing (an “Employee”) with a salary that is not less than the last base salary of record paid by Seller (as provided by Seller to Buyer in connection with this Agreement) to that Employee (including any adjustments by Seller in accordance with Section 5.8(d) or 8.1(b)(v), above), together with bonus and/or incentive compensation and benefits that are substantially comparable to the bonus and/or incentive compensation and benefits provided to similarly situated employees of Buyer. Buyer shall give full credit for all service with Seller or the Companies or any Affiliate thereof, and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of Seller, the Companies or any Affiliate, to each Employee for purposes of vesting and eligibility, including waiting periods relating to preexisting conditions under medical plans, under any employee benefit plan (as defined in Section 3(3) of ERISA) maintained by Buyer or its Subsidiaries (and any vacation or accrued sick pay plan or policy) in which the Employees participate on or after the Closing Date. Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with Seller, the Companies or their Affiliates for each of the Business Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Companies or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer or its Subsidiaries in which the Employees participate. (c) Notwithstanding anything in paragraph (a) of this Agreement Section to the contrary, Affected if any Employee is discharged by Buyer or the Companies on or within twelve (12) months after the Closing Date, then Buyer shall be responsible for severance, if any, payable to such discharged Employee, such severance payable to be determined under Buyer’s then current severance policy, giving effect to the provisions of Section 8.8(b). Buyer and the Companies shall be responsible and assume all liability for all notices or payments due to any Employee, and all notices, payments, fines or assessments due to any government authority, pursuant to any applicable Laws with respect to the employment, discharge or layoff of Employees who are receiving benefits as by Buyer or the Companies after the Closing, including the Worker Adjustment and Retraining Notification Act and any rules or regulations that have been issued in connection with the foregoing. (d) Seller shall be responsible for the continuation of health plan coverage, in accordance with the requirements of the Closing Date Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Sections 601 through 608 of ERISA and Section 4980B of the Code and the regulations hereunder, for any employee or former employee of the Business or the Companies or a qualified beneficiary under the Company's short-term disability program Companies’ health plan (or a Seller or other affiliate health plan with respect to the Companies’ participation in such plan) who is already receiving COBRA benefits or who loses health coverage prior to Closing in connection with the transactions contemplated in this Agreement. Buyer shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided be responsible for the continuation of health plan coverage, in accordance with the requirements of COBRA, Sections 601 through 608 of ERISA and Section 4980B of the Code and the regulations hereunder, for any Employee terminated by the Company Buyer or the Companies after the Closing. (e) Effective as of the Closing Date. (b) Following the Closing, Purchaser shallSeller shall transfer, or cause to be transferred, to Buyer an amount, in cash, equal to the excess, if any, of the aggregate 2007 contributions of all Employees then participating in Seller’s or its Affiliate’s flexible benefits plan (the “Seller Flexible Benefits Plan”), over the aggregate 2007 reimbursements to all Business Employees under such plan. Buyer shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent such amounts to the benefits provided be credited to each such Affected Employee immediately prior employee’s accounts under Buyer’s (or one of its affiliate’s) corresponding flexible benefit plan (the “Buyer Flexible Benefits Plan”) which shall be established and in effect for such employees as of the Closing Date, and all claims for reimbursement which have not been paid as of the date of the transfer to Buyer and credited under the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) Buyer Flexible Benefits Plan shall be paid pursuant to assume and honor under the terms of the Clear Shield National Inc. 1998 Management Incentive Buyer Flexible Benefits Plan. In connection with such transfer, Buyer shall deem that such employees’ deferral elections made under the Seller Flexible Benefits Plan with respect to for the 2007 calendar year 1998; and (ii) shall continue in effect under the Buyer Flexible Benefits Plan for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as remainder of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of 2007 calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing Date.

Employees; Employee Benefits. (ai) Purchaser shallExhibit N is a complete and accurate list of all employees of Sellers as of January 28, or shall cause its affili- ates to2004, continue to employ on their date of hire, and their rate of compensation as of such date. Excluded from Exhibit N is the Closing Date each person who is an employee salary information of the Companyeight Lone Star employees who work at the Ardmore Facility. Exhibit N also contains a list of: (A) all employees who are still employed by any of the Sellers and who have received bonus compensation during the past three years, including all active employees and and (B) those employees who have received automobile allowances in the past and who currently are as of the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program authorized to use Sellers' vehicles for their personal use. (collectively, the "Affected Employees"), on substantially equivalent terms ii) Sellers shall be responsible for severance (including with respect to position, duties, responsibilities, compensation, incentives if applicable) and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status all other employment related payments and the absolute discretion of the Purchaser as to the precise terms all employment and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company compensation obligations accrued as of the Closing Date. Sellers shall issue all required COBRA notices to their employees and Sellers shall be responsible for the administration of same. (biii) Following Buyer and Seller anticipate that the Closingemployment of all employees of the Sellers, Purchaser shallother than the eight individuals who will continue to be employed by Lone Star at the Ardmore Facility, will be terminated as of the Closing Date. All accrued bonuses and commissions due any of Sellers' employees shall be paid by Sellers on or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closingtimes required under the Texas Pay Day Act and, with respect to Sellers' independent contractors, within the time periods required under the applicable agreement with each independent contractor. Notwithstanding Sellers will not, without Buyer's prior written consent, enter into any material agreement with such employees, increase the foregoingrate of compensation or bonus payable to or to become payable to any such employee, Purchaser agrees: or effect any changes in the management, personnel policies, or employee benefits with respect to such employees, except in accordance with existing employment practices. (iv) To Sellers' and Shareholder's knowledge, there are no matters or events which would render the classification of Sellers' employees under any and all worker's compensation insurance policies to be incorrect or inaccurate. (v) Sellers are not party to any written or (to the knowledge of Sellers and Shareholder) unwritten (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998employment contract; and (ii) for the benefit collective bargaining agreement; (iii) deferred compensation, profit sharing, pension, retirement (excluding an employee 401(k) savings program), or stock purchase plan; (iv) dealer, manufacturer's representative, distributor, or agency agreement; (v) or any other contracts, agreements or arrangements of those Affected Employees participating in the Envirodyne Industriesany nature with any employees, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closingconsultants, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility professionals or benefit depends, in whole or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan other person for which deduct- ibles Sellers are or co-payments may become liable, other than agreements which are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable cancelable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect or upon 30 days notice without penalty to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing DateSellers or Buyer.

Employees; Employee Benefits. (a) Purchaser shallshall offer employment, effective as of the Closing, to each Employee who is actively employed (including persons on vacation, maternity leave, short-term disability or other 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, each such offer of employment shall cause its affili- ates to(i) be at wage, continue to employ on 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 Closing Date and (ii) provide that each person Transferred Employee shall be eligible for (x) a discretionary annual bonus to the extent such Transferred 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 current intention is to provide to Transferred Employees benefits (including, without limitation, severance, pension and savings benefits, vacation, and health, welfare and fringe benefit plans and programs), at least as favorable, in the aggregate, as the benefits to which similarly situated employees of Xxxx Xxxxx Xxxx Xxxxxx, Incorporated are entitled. Those Employees who is an employee accept such offers of the Company, including all active employees and those employees who are employment from Purchaser effective as of the Closing Date on qualified leave shall be referred to herein as the “Transferred Employees.” Purchaser shall not assume any liability with respect to any Employee who is not a Transferred Employee and Seller shall retain all such liabilities. (b) Seller agrees to terminate the employment of absence or are receiving the Transferred Employees with Seller effective as of the Closing. As of the Closing, all Transferred Employees shall cease to accrue benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms Employee Benefit Plans (including the Deutsche Bank Americas Holding Corp. Cash Account Pension Plan (the “Seller DB Plan”) and the Deutsche Bank Americas Holding Corp. Matched Savings Plan (the “Seller 401(k) Plan”). Purchaser shall not be deemed a successor employer with respect to positionany Employee Benefit Plan and no employee benefit plan of Purchaser shall be deemed a successor plan of any Employee Benefit Plan. Purchaser shall give credit to Transferred Employees for purposes of eligibility to participate, dutiesvesting and level of benefits (but not for benefit accrual purposes except as expressly set forth herein) under all employee benefit plans of Purchaser in which Transferred Employees become entitled to participate for service by Transferred Employees with Seller or its Affiliates prior to the Closing to the same extent as if such service was rendered for Purchaser. (c) Seller shall be responsible for providing welfare benefits (including medical, responsibilitieshospital, compensationdental, incentives accidental death and locationdismemberment, life, disability and other similar benefits) to those provided Transferred Employees for all claims incurred on or before the date hereof Closing Date under and subject to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise generally applicable terms and conditions of employmentthe Employee Benefit Plans in which such Transferred Employees were entitled to participate prior to the Closing as amended from time to time and in no circumstances whatsoever shall Seller have any obligation or liability with respect to any claims for such benefits incurred by Transferred Employees after the Closing Date. Following Purchaser shall be responsible for providing such benefits for all claims incurred after the Closing Date under and subject to the generally applicable terms and conditions of Purchaser’s employee benefit plans, programs and arrangements as amended from time to time beginning with the date of a Transferred Employee’s participation in such plan, program or arrangement (it being understood that each Transferred Employee shall be eligible to participate in such plan, program or arrangement effective as of the Closing). For purposes of this Section 5.6(c), any claim shall be considered incurred after the Closing Date if the covered expense relating to such claim is actually incurred after the Closing Date regardless of whether the injury or condition giving rise to such covered expense occurs on or before the Closing Date. Purchaser shall (i) cause any pre-existing condition exclusions or limitations under Purchaser’s group health plans, group life insurance plans and group disability plans to be waived with respect to the Transferred Employees and their eligible dependents for any condition to the extent that the applicable Transferred Employee or his or her eligible dependent would have been entitled to coverage for such condition under the corresponding Employee Benefit Plan of Seller prior to the Closing; (ii) give Transferred Employees and their eligible dependents credit for service prior to the Closing for purposes of any eligibility waiting periods under the group health plans of Purchaser to the extent the credit was given for such service for such purposes under the corresponding group health plan of Seller; and (iii) give each Transferred Employee and his or her eligible dependents credit, for the plan year in which such Transferred Employee or his or her eligible dependent commences participation in group health plans of Purchaser, toward applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the commencement of participation. (d) Without limiting the generality of any other provision herein, Seller shall retain and satisfy all obligations with respect to, and administer all claims for, workers’ compensation made by Transferred Employees (a “Workers’ Compensation Claim”) incurred on or before the Closing Date in accordance with Seller’s policies in effect immediately prior to the Closing. Effective as of the Closing, notwithstanding Purchaser shall assume all obligations, expenses and liabilities for all Workers’ Compensation Claims incurred after the Closing Date with respect to any Transferred Employee. A Workers’ Compensation Claim is deemed to be incurred when the facts and events giving rise to such claim occur. (e) Effective as of the Closing and thereafter, Purchaser shall be responsible for (i) any liability arising under the Workers Adjustment and Retraining Notification Act (“WARN”) in connection with the termination of employment of any Transferred Employee by Purchaser effective as of the Closing, (ii) issuance of any notices required by WARN with respect to the termination of any Transferred Employee effective as of the Closing and (iii) any obligation with respect to the Transferred Employees under any applicable state or local equivalent arising or accruing as of the Closing or thereafter. Purchaser shall indemnify and hold harmless Seller and its Affiliates for any claims or liabilities of a Transferred Employee arising out of or in connection with Purchaser’s failure to comply with this Section 5.6(e). Seller shall be responsible for any liability arising under WARN and any state or local equivalent in connection with the termination of employment of any Transferred Employee immediately prior to the Closing. (f) The parties hereto intend to cooperate in deciding whether to use Standard Procedure described in IRS Revenue Procedure 2004-53, I.R.B. 2004-34 with respect to the Transferred Employees. In the event the parties hereto intend to use such Standard Procedure, (i) Seller shall perform all the reporting duties (including filing quarterly IRS Forms 941 and the furnishing and filing of IRS Forms W-2 and W-3) for the wages and other compensation it pays and (ii) Purchaser shall perform all the reporting duties (including filing quarterly IRS Forms 941 and the furnishing and filing of IRS Forms W-2 and W-3) for the wages and other compensation it pays. (g) Notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as nothing contained in this Section 5.6, express or implied, shall be interpreted to confer upon any of the Closing Date under Employees (including the Company's shortTransferred Employees) any rights or remedies as third-party beneficiaries, including any rights of continued employment, any rights to a particular term disability program of employment or any rights to any particular compensation or benefits whatsoever (including any form of notice or severance pay). The right to enforce any terms of this Agreement shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing Date. (b) Following the Closing, Purchaser shall, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent inure only to the benefits provided parties hereto and shall in no way extend to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor any third parties who might benefit from the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating this Agreement in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programsany way, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the ClosingEmployees. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing Date.

Employees; Employee Benefits. (a) Purchaser shallagrees to offer employment, or shall cause its affili- ates to, continue to employ beginning on the Closing Date each person who is an employee Date, to all of the Company, including all active employees and those Seller's non-union employees who are employed in the 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 employees immediately prior to the Closing Date, and to maintain the position and compensation level of 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 are on a leave of absence or are not working due to a short-term or long-term disability as of the Closing Date on qualified leave will remain the responsibility of absence or Seller until they are receiving benefits under able to return to work, at which time they will be offered employment by Purchaser in accordance with the Company's short- term disability program (collectively, provisions of this section. All employees who accept offers of employment made to them hereunder shall be referred to herein as the "Affected 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, on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided an act or omission on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion part of the Purchaser as to Hired Employee being terminated that would constitute "just cause," or a material -30- 39 adverse change in the precise terms and conditions of employmentBusiness. Following In the Closingevent that a Hired Employee who is terminated, notwithstanding anything in this Agreement to the contrarywhether such termination is actual or constructive, Affected Employees who are receiving benefits as for any reason within one year of the Closing Date under the Company's short-term disability program shall continue should become entitled as a result to receive severance, other benefits, or any other amounts of any kind from Purchaser short-term disability benefits which are no less favorable to Seller solely as a result of such Affected Employees termination, including any payments that may arise as those provided by the Company as a result of the Closing Date. (b) Following application of the ClosingWARN Act to the termination, Purchaser shallshall 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 Seller in defending against any claim for severance, benefits, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closingother amounts made by any Hired Employee. Purchaser agrees that, for purposes to provide the Hired Employees who are not subject to a collective bargaining agreement with a program of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in benefits which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit dependsis reasonably similar, in whole or the aggregate, in part, on length the reasonable opinion of service, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occursSeller, to the extent that, following program of benefits being provided to the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan Hired Employees by Seller immediately prior to the Closing or (ii) waiting period limitation 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 would otherwise be applicable is reasonably similar, in the aggregate, in the reasonable opinion of Seller, for each Hired Employee to an Affected Employee on or after the program of benefits provided immediately prior to the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated Hired Employees by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay PolicySeller. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as The following subparagraphs set forth in Section 6.10(c) certain specific covenants of Purchaser and agreements between the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only parties with respect to any person who is a beneficiary of particular benefits to be provided to the Clear Shield Severance Pay Policy at the Closing DateHired Employees by Purchaser pursuant to this section.

Employees; Employee Benefits. (a) Purchaser shall, or shall cause its affili- ates to, continue to employ on the Closing Date each person who is an employee Effective as of the CompanyFinal Date, including all active except for the individuals identified on Schedule 6.1 attached hereto, the Sellers shall terminate the employment of each of their employees and those employees who are engaged in the Business at such time (“Terminated Employee(s)”). Any Terminated Employee who, as of the Closing Date on qualified leave of absence or are (i) is receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's shortlong-term disability program shall continue to receive from Purchaser shortplan benefits or (ii) has filed a claim for long-term disability benefits which plan benefits, shall not be considered a Terminated Employee to whom the Buyer is obligated to offer employment pursuant to Section 6.1(b) hereof. The Sellers shall be responsible for any severance obligations, payments for accrued but unused vacation for employees who are no less favorable to such Affected Employees as those provided by the Company as not members of the Closing DateRWDSU/AFL-CIO collective bargaining unit, and/or any other obligations owed to Terminated Employees resulting from the terminations contemplated hereunder and/or related to the pending workforce reduction identified in Schedule 2.5 attached hereto. (b) Following Effective as of the day following the Closing, Purchaser shall, or the Buyer shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) offer employment to assume and honor the terms each Terminated Employee who is a member of the Clear Shield National Inc. 1998 Management Incentive Plan with respect RWDSU/AFL-CIO collective bargaining unit on the same terms and conditions of employment that each such Terminated Employee enjoys at the time of the Closing, including without limitation as to calendar year 1998seniority, job classifications, benefits, hours and shifts, such that effective as of the day following Closing the only change in each such Terminated Employee’s employment condition will be the identity of the employer as Buyer rather than the Company; and (ii) for offer employment to each Terminated Employee who is not a member of the RWDSU/AFL-CIO collective bargaining unit, terminable at the will of the Buyer, with initial compensation substantially as currently provided to such Terminated Employees and benefit of those Affected Employees participating packages on substantially similar terms and conditions in the Envirodyne Industriesaggregate as are provided to similarly situated employees of Buyer (each such Terminated Employee, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior an “Acquired Employee”). Subject to the ClosingCollective Bargaining Agreement assumed by Buyer, nothing contained herein shall be deemed either to continue affect or to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate limit in any Purchaser Benefit Plan for which deduct- ibles way the management prerogatives of Buyer with respect to employees it hires, or coto create or grant to such employees any third-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms party beneficiary rights or claims or causes of action of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closingnature. (c) Purchaser acknowledges that the consummation All individuals who are M&A Qualified Beneficiaries will be entitled to coverage under any of the transactions contemplated Sellers’ group health plans that may continue to be maintained by this Agreement will cause a "Change in Control" as defined in Section F of Sellers following the Clear Shield Severance Pay Policy. Notwithstanding Closing, provided that nothing herein shall require Sellers to maintain any other provision of this Agreement, the Purchaser agrees specifically to assumesuch group health plans, and in such instance all costs in connection with such continuation coverage, other than those to be bound byborne by the M&A Qualified Beneficiaries as provided for under federal law, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing Dateborne by Sellers.

Employees; Employee Benefits. Subject to the limitations set forth in Section 9.13 of this Agreement (that is, no party other than a party hereto shall have any rights as a third party beneficiary of this Agreement): (a) Purchaser shall, As of or shall cause its affili- ates to, continue to employ on the Closing Date each person who is an employee of the Company, including all active employees and those employees who are as of the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing Date. (b) Following the Closing, Purchaser shall, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, but subject to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause and subject to normal drug testing and other screening utilized by UHS in connection with its ordinary hiring practices, UHS shall make a "Change determination as to whether to offer full-time employment to each of the individuals who is actively employed by Intellamed in Control" direct connection with the Division (and those inactive employees of Intellamed in direct connection with the Division who as of the Closing Date were not actively employed due to vacation, sick leave and other authorized leaves of absence), on the Closing Date and identified in Schedule 6.06 (each, an “Offer Employee”). Such offers shall be made in accordance with the following provisions: (i) the date on which the employment by UHS of each Offer Employee who accepts such offer of employment shall become effective (the “Effective Date of Employment”) shall be the first business day after the Closing Date on which each such Offer Employee reports to work with UHS for active duty (each such Offer Employee who becomes so employed by UHS hereinafter being referred to as a “Hired Employee” from and after the Effective Date of Employment), and (ii) the initial salary and base wage compensation payable to each Hired Employee as of the Effective Date of Employment shall be not less than the amount set forth in Schedule 6.06 for such Hired Employee. Each Hired Employee shall enter into a Noncompetition Agreement with UHS that is provided by UHS. On and after the Closing, until at least the first anniversary of the Closing, UHS shall provide the Hired Employees with salary and benefit plans, programs and arrangements comparable in the aggregate to those currently provided by UHS to its own similarly situated employees. (b) On the Closing Date, Intellamed shall provide written notice to all of the Offer Employees who UHS has determined to hire indicating that their employment by Intellamed shall terminate at the close of business on the Closing Date. (c) UHS shall not adopt, contribute to, have any liability with respect to, or in any other manner accept or continue responsibility or liability for the administration or funding of any Employee Plans. There shall be no spin-off of either liabilities or assets from any Employee Plans to any plan covering employees on and after Closing. After the Closing Date, Intellamed shall maintain a group health plan for at least the maximum period that post-employment continuation coverage must be available to any and all “M&A qualified beneficiaries” (as that term is defined under COBRA regulations or similar applicable state law) with respect to the sale of assets. UHS shall not be a successor employer under such COBRA regulations or similar applicable state law. (d) Any Hired Employee who becomes a participant in any employee benefit plan of UHS or any of its affiliates shall be given credit under such plan for the last continuous period of service with Intellamed prior to the Closing for purposes of determining eligibility to participate and vesting in benefits but for no other purpose (including, without limiting the generality of the foregoing, the accrual of benefits). (e) UHS shall be responsible and assume all liability for all notices or payments due to any Hired Employees, and all notices, payments, fines or assessments due to any governmental authority, under any applicable law with respect to the employment, discharge or layoff of employees by UHS after the Closing, including but not limited to, the WARN Act and any rules or regulations as have been issued in connection with the foregoing. (f) UHS agrees that, upon the Closing, each Hired Employee shall be eligible to participate in a group health plan (as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c5000(b)(1) of the Disclosure Sched- ule, which Seller represents Code) subject to be terminable at will the terms and conditions thereof; provided, however, that such obligation of UHS is contingent on Intellamed furnishing sufficient information in sufficiently usable form to enable UHS to reasonably administer its plan. (g) Intellamed and UHS shall provide each other with such documents, employee data and other information as may be reasonably required to carry out the benefits provisions of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in this Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at the Closing Date6.06.

Employees; Employee Benefits. (a) Purchaser shall, or shall cause its affili- ates to, continue to employ on the Closing Date each person who is an employee of the Company, including all active employees and those employees who are Effective as of the Closing Date, all Company Employees at the Closing Date other than those listed on qualified leave Exhibit E shall become or continue as employees of absence the Company. All such Company Employees shall receive continuation offer letters of employment in accordance with Section 5.8 hereof. (b) On and after the Closing, the Company shall cease being a participant in any and all Parent Plans in which Company Employees participate prior to the Closing. From and after the Closing, Parent shall assume or are receiving benefits under retain, as the case may be, and be solely responsible for all liabilities arising prior to the Closing associated with the Parent Plans and the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those or Sellers' employment of any Company Employee; provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by that the Company as of shall be responsible for any and all holiday pay, paid time off and other similar accrued benefits owing to all Company Employees through the Closing Date. (bc) Following As soon as administratively practicable after the Closing, Purchaser shall, or Purchaser's Affiliates shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent take all reasonable action so that Company Employees who accept Purchaser's offer of employment (the "TRANSFERRED EMPLOYEES") and their eligible dependents as the case may be to the benefits provided extent that such eligible dependents are eligible to participate in such plans, shall be entitled to participate in each such Affected Employee immediately prior employee benefit plan, program or arrangement of Purchaser or Purchaser's Affiliates of general applicability (the "PURCHASER PLANS") to the same extent as similarly-situated employees of Purchaser (it being understood that inclusion of the Transferred Employees in the Purchaser Plans may occur at different times with respect to different plans; provided, however, that effective as of the Closing, Transferred Employees and their eligible dependents shall be eligible to participate in Purchaser Plans that provide medical, dental or health coverage effective as of the Closing). Notwithstanding To the foregoing, Purchaser agrees: (i) to assume and honor extent permitted under the terms of the Clear Shield National Inc. 1998 Management Incentive Purchaser Plans, Purchaser shall cause each Purchaser Plan in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Purchaser Plans, the service of such employees with the Company, the Company Subsidiary, Parent or any of its Subsidiaries to the same extent as such service was credited for such purpose by the Company, the Company Subsidiary, Parent or any of its Subsidiaries. Transferred Employees will be given credit for past service with the Company for purposes of Purchaser's vacation or paid-time off policy. (d) With respect to calendar year 1998; medical, dental or health Purchaser Plans, Purchaser or its Affiliates shall cause each such plan, to the extent permitted under the plan, to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of Purchaser, provided that the level of coverage remains the same, and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and waive any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation or evidence of insurability requirement which would otherwise be applicable to an Affected Employee any Transferred Employees and their eligible dependents on or after the Closing to the extent such Affected Transferred Employee or eligible dependent had satisfied any similar waiting period limitation or requirement under an analogous Benefit Seller Plan prior to the Closing, and (iii) provide full credit under such plans for any deductibles, co-payments and out-of-pocket expenses incurred by Transferred Employees and their eligible dependents during the portion of the calendar year prior to such participation in which the Closing occurs. (e) Transferred Employees who are participants in Parent's 401(k) plan shall be given the opportunity to "rollover" their vested account balances, to the extent any such amounts distributable constitute "eligible rollover distributions" (as defined in Section 402(f)(2)(A) of the Code), to any tax-qualified Purchaser Plan that accepts rollover distributions or to any eligible individual retirement account. (f) If any Transferred Employee is discharged by Purchaser or its Affiliates after the Closing, Purchaser or such Affiliate shall be responsible for (i) any and all severance costs and obligations and (ii) continuation coverage pursuant to COBRA or similar state law ("COBRA CONTINUATION COVERAGE") for such Transferred Employee and his or her eligible dependents. (g) Parent shall be responsible for and pay any and all severance, retention and similar payments owing to any Company Employees prior to the Closing Date or pursuant to the agreements set forth on Section 3.15(b)(i) of the Seller Disclosure Schedule. Parent shall also be responsible for providing COBRA Continuation Coverage for all Company Employees discharged by Parent or its Affiliates at any time prior to the Closing. (ch) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound by, the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at Effective on the Closing Date, all rights and benefits of Sellers or any of their Affiliates under any confidentiality, assignment of inventions or non-competition Contract with any Transferred Employee shall be assigned to the Company without further action by any Person.

Employees; Employee Benefits. (a) Purchaser Prior to the Closing Date, Seller shall transfer the employment of all Company Employees to the Company. Seller shall be solely responsible for any Liability incurred in connection with such transfers of employment (including, without 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 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 Company's business may be owned by Seller pursuant to confidentiality, nondisclosure and invention assignment agreements between Seller and the Company Employees listed on SECTION 4.16 OF THE DISCLOSURE SCHEDULE and by virtue of the employer--employee relationship between Seller and the Company Employees. Prior to the Closing, Seller shall assign to the Company all of the Seller's right, title and interest to all Intellectual Property Rights and Technology (other than the intellectual property and associated rights comprising and related to the Company's ASi 4000 technology) used in the current operations of the Company's business that was developed or created by the Company Employees, and Seller shall assign to the Company 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. (b) Buyer agrees that prior to the Closing, it will not require or request of Seller or the Company that Seller or the Company terminate any Company Employees. For a one-year period following the Closing, Buyer shall, or shall cause its affili- ates the Company to, continue to employ on the Closing Date provide each person Company Employee who is continues as an employee of the CompanyCompany (an "EMPLOYEE") with benefits that are at least substantially comparable in the aggregate to those benefits provided to similarly situated employees of Buyer (other than equity and performance based compensation). Buyer shall give full credit for all service with the Company or any Affiliate thereof, and any predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of the Company or any Affiliate, to each Employee for purposes of vesting and eligibility, including all active employees waiting periods relating to preexisting conditions under medical plans (except for purposes of determining the amount of any benefit under any defined benefit pension plan and those employees who are eligibility for early retirement or any subsidized benefit), any employee benefit plan (including any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including any vacation or accrued sick pay plan or policy) in which the Employees participate on or after the Closing Date. Prior to the Closing, the Company shall furnish Buyer with a list of the length of service with the Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date on qualified leave of absence by Buyer or are receiving benefits under its subsidiaries in which the Company's short- term disability program Employees participate. (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and locationc) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding Notwithstanding anything in paragraph (a) of this Agreement Section to the contrary, Affected Employees who if any Employee is discharged by the Company on or within 12 months after the Closing Date, then the Company shall be responsible for severance for such discharged Employee, such severance payable to be determined at the greater of the Company's severance policy as set forth in SECTION 6.8(C) OF THE DISCLOSURE SCHEDULE or Buyer's then current severance policy, giving effect to the provisions of Section 6.8(b). The Company shall be responsible and assume all liability for all notices or payments due to any Employee, and all notices, payments, fines or assessments due to any government authority, pursuant to any applicable foreign, Federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company after the Closing, including WARN and any rules or regulations as have been issued in connection with the foregoing. (d) Buyer shall cause the Company to indemnify, defend and hold harmless the officers, directors and employees of the Company to the same extent that such persons are receiving benefits entitled to indemnification as of the date hereof pursuant to the Company's Articles of Incorporation, Bylaws and any agreements between such persons and the Company, for any acts or omissions prior to the Closing Date. Until the seventh anniversary of the Closing Date, Buyer shall provide policies of officers' and directors' liability insurance with reputable and financially sound carriers of at least the same coverage and amount and containing terms and conditions that are no less favorable in respect of acts or omissions occurring prior to the Closing Date covering each such person currently covered by such policies in effect of the date hereof. (e) Seller shall retain all liabilities for claims incurred by an Employee (and his or her eligible spouse and dependents) on or prior to the Closing Date under the Company's short-Plans that are welfare benefit plans within the meaning of Section 3(1) or ERISA and all short term disability program shall continue and salary continuation plans or arrangements (the "WELFARE PLANS"). For this purpose claims under any medical, dental, vision or prescription drug plan will be deemed to receive from Purchaser short-be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; PROVIDED, HOWEVER, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability benefits which are no less favorable plan or arrangement will be incurred on the date the Employee is first absent from work because of the condition giving rise to such Affected Employees disability and not when the Employee is determined to be eligible for benefits under the applicable Welfare Plan or other arrangement. Seller will provide any continuation coverage required under COBRA to each "qualified beneficiary" (as those provided by defined in COBRA) whose first "qualifying event" (as defined in COBRA) occurs on or prior to the Closing Date. The Company as shall be responsible for the continuation of health plan coverage, in accordance with the requirements of COBRA for any Employee or a qualified beneficiary under a Company health plan who first has a qualifying event after the Closing Date. (bf) Following Effective as of the ClosingClosing Date, Purchaser shallSeller shall transfer, or cause to be transferred, to Buyer an amount, in cash, equal to the excess, if any, of the aggregate 2006 contributions of all Employees then participating in Seller's or its Affiliate's flexible benefits plan (the "SELLER FLEXIBLE BENEFITS PLAN"), over the aggregate 2006 reimbursements to all Employees under such plan. Buyer shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent such amounts to the benefits provided be credited to each such Affected Employee immediately prior employee's accounts under Buyer's (or one of its affiliate's) corresponding flexible benefit plan (the "BUYER FLEXIBLE BENEFITS PLAN") which shall be established and in effect for such employees as of the Closing Date, and all claims for reimbursement which have not been paid as of the date of the transfer to Buyer and credited under the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) Buyer Flexible Benefits Plan shall be paid pursuant to assume and honor under the terms of the Clear Shield National Inc. 1998 Management Incentive Buyer Flexible Benefits Plan. In connection with such transfer, Buyer shall deem that such employees' deferral elections made under the Seller Flexible Benefits Plan with respect to for the 2006 calendar year 1998; and (ii) shall continue in effect under the Buyer Flexible Benefits Plan for the benefit remainder of those Affected Employees participating in the Envirodyne Industries, Inc. Parallel Non-Qualified Retirement Plan 2006 calendar year following the Closing Date. (g) Buyer shall cause the "Excess Benefit Plan") Company to recognize and provide all accrued but unused vacation and personal days as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit 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, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following reflected on the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the ClosingMost Recent Balance Sheet. (ch) Purchaser acknowledges that On the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision date of this Agreement, Buyer and each of the Purchaser agrees specifically to assume, and to be bound by, key Company Employees designated by Buyer shall enter into agreements which shall provide for the terms of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- ule, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary of the Clear Shield Severance Pay Policy at such employees employment after the Closing Date. (i) To the extent Seller and the Company deem advisable, Company Employees shall become fully vested in their accounts under the Tekelec 401(k) Plan.

Employees; Employee Benefits. (a) Purchaser shallBuyer shall treat all service completed by a Transferred Employee with Seller or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or shall cause its affili- ates 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, continue to employ any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date each person who is an employee except for purposes of computing benefits under the actual benefit formula in a pension plan (as defined in Section 3(2) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the Companylength of service with it or its Affiliates for each of the Transferred Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, including all active employees without limitation, any "employee welfare benefit plan" as defined in Section 3(l) of ERISA), expenses and those employees who are as claims previously recognized for similar purposes under the applicable welfare benefit plan of Seller or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date on qualified leave of absence or are receiving benefits under the Company's short- term disability program (collectively, the "Affected Employees"), on substantially equivalent terms (including with respect to position, duties, responsibilities, compensation, incentives and location) to those provided on the date hereof to the Affected Employees subject, however, to continuation of their at-will status and the absolute discretion of the Purchaser as to the precise terms and conditions of employment. Following the Closing, notwithstanding anything in this Agreement to the contrary, Affected Employees who are receiving benefits as of the Closing Date under the Company's short-term disability program shall continue to receive from Purchaser short-term disability benefits which are no less favorable to such Affected Employees as those provided by the Company as of the Closing DateBuyer. (b) Following After the Closing Date, Buyer shall be responsible for, and shall indemnify and hold harmless Seller and their Affiliates and their officers, directors, employees, Affiliates and agents and the fiduciaries (including plan administrators) of the Plans, from and against, any and all claims, losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) and other liabilities and obligations relating to or arising out of (i) all salaries, bonuses, commissions, vacation entitlements and other benefits accrued by Seller but unpaid as of the Closing, Purchaser shall, or shall cause its affiliates to, provide each Affected Employee with benefits substantially equivalent to the benefits provided to each such Affected Employee immediately prior to the Closing. Notwithstanding the foregoing, Purchaser agrees: (i) to assume and honor the terms of the Clear Shield National Inc. 1998 Management Incentive Plan with respect to calendar year 1998; and (ii) for the benefit of those Affected Employees participating in the Envirodyne Industriesany claims of, Inc. Parallel Non-Qualified Retirement Plan (the "Excess Benefit Plan") as of the date immediately prior to the Closing, to continue to maintain the Excess Benefit Plan following the Closing for the balance of calendar year 1998; provided that Seller has accrued at the Closing Date the --------- liability for that part of calendar 1998 prior to the Closing. Purchaser agrees that, for purposes of all employee benefit plans (including, but not limited, all "employee benefit plans" within the meaning of section 3(3) of ERISA, and all policies and employee fringe benefit programs, including vacation policies) of Purchaser (such plans, programs, policies and arrangements, the "Purchaser Benefit Plans") in which the Affected Employees may participate following the Closing under which an employee's eligibility or benefit depends, in whole damages or in part, on length of service, credit will be given to the Affected Employees for service previously credited with the Seller and any of its Affiliates prior to the Closing, provided, that such crediting of service does not result in duplication of benefits. Affected Employees shall also be given credit for any deductible or co- payment amounts paid in respect of the Benefit Plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Purchaser Benefit Plan for which deduct- ibles or co-payments are required. Purchaser shall also cause each Purchaser Benefit Plan to waive (i) any preexisting condi- tion restriction which was waived under the terms of any analo- gous Benefit Plan immediately prior to the Closing or (ii) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such Affected Employee had satisfied any similar waiting period limitation under an analogous Benefit Plan prior to the Closing. (c) Purchaser acknowledges that the consummation of the transactions contemplated by this Agreement will cause a "Change in Control" as defined in Section F of the Clear Shield Severance Pay Policy. Notwithstanding any other provision of this Agreement, the Purchaser agrees specifically to assume, and to be bound penalties sought by, the terms any Transferred Employee, or any governmental entity on behalf of the Clear Shield Severance Pay Policy as set forth in Section 6.10(c) of the Disclosure Sched- uleor concerning any Transferred Employee, which Seller represents to be terminable at will provided, however, that the benefits of the Clear Shield Severance Pay Policy shall be extended for 24 months as provided in Section J of the Clear Shield Severance Pay Policy only with respect to any person who is a beneficiary act or failure to act by Buyer to the extent arising from the employment, discharge, layoff or termination of any Transferred Employee after the Clear Shield Severance Pay Policy at the Closing DateClosing.