Common use of Employees Clause in Contracts

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) The Parties acknowledge that Sellers shall terminate the Employees' contracts employment of employment shall automatically transfer to each of the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amendedBusiness Employees set forth on Schedule 9.2(a) (the “RegulationsRehired Employees”). Additionally, the Seller acknowledges that (i) no employee as of the Purchaser has an employment agreement; and (ii) no employee end of business on the Seller Closing Date. The Buyer shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued have, prior to the Closing Date, offered employment to each of the Rehired Employees, to commence immediately upon such Rehired Employee’s termination by the Sellers, at the base compensation at which such person was employed by the Sellers and with benefits offered by Buyer Parent to its employees, subject to modification given the anticipated short term nature of the employment of certain of the Rehired Employees. The Sellers agree to pay all amounts due to the Rehired Employees upon their termination by the Seller to which they may be entitled upon termination by the Sellers under Sellers’ benefit plans. 8.3 Unless actions (b) Each of the Business Employees of the Sellers who are not Rehired Employees (the “WARN Employees”) shall be retained by the Sellers for the claim(sapplicable notice period under WARN (the “WARN Notice Period”). Subject to the provisions of Section 9.3, the WARN Employees shall be available to the Buyer at any time during the WARN Notice Period upon at least two (2) arise before days notice to the Sellers in connection with the operation of the Business after the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser . No WARN Employee shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission required by the Seller Buyer to perform duties or assume responsibilities inconsistent with the duties and responsibilities of such WARN Employee prior to the Closing Date. Notwithstanding the foregoing, no Seller shall be responsible for any failure by any WARN Employee to report to work as may be requested by the Buyer or otherwise to perform responsibilities as requested by the Buyer. 8.6 All the obligations of the Seller under or (c) Nothing in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date this Section 9.2 shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability deemed to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of make any employee of the Seller Sellers a third party beneficiary of any term or any other person provision of this Agreement. (other than any of d) The Sellers hereby consent to the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination hiring of any such contract (employees by Buyer and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply waives, with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose respect to the Purchaser after the Closing Date all information in his employment by Buyer of such employees, any claims or her possession relating to the Business notwithstanding rights any term of his Seller may have against Buyer or her any such employee under any non-competition, confidentiality or employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doingagreement. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) Sellers and Buyer acknowledge that by Sellers and Seller Tenants assigning the Tenant Leases and Assumed Management Agreements (respectively) to Buyer at Closing, no employee termination of employment of employees shall occur in connection with the Closing with respect to the applicable Properties, and that it is the understanding and expectation of the Purchaser has parties that the transaction contemplated by this Agreement with respect to such Properties does not create any liability under the WARN Act (129 U.S.C. § 2101 et seq.) or under any similar state laws. With respect to the Terminated Management Agreements or any Management Agreements terminated as a result of a conversion of any Management Agreement relationship to a leasehold relationship (to the extent any such conversion results in the termination of any such employees), Buyer shall offer, or shall cause any successor operator to offer, employment to all or substantially all of the employees at the CLP Managed Properties corresponding to such Management Agreements in a manner that avoids any liability under the WARN Act or under any similar state laws. To the extent any liability arises or is asserted to arise under the WARN Act or under any similar state laws in connection with the transaction contemplated by this Agreement (such as in connection with causing the termination of a Tenant Lease, a Terminated Management Agreement, a Management Agreement terminated as a result of a conversion of such Management Agreement relationship to a leasehold relationship, or an employment agreement; Assumed Management Agreement following Closing), such liability shall be the responsibility of Buyer and Buyer hereby agrees to indemnify, defend and hold harmless Sellers and each of their respective affiliates, directors and officers against such liability. (ii) no employee of Sellers acknowledge that, with respect to each CLP Managed Property, as between Sellers on the one hand, and Buyer on the other, the applicable Seller shall be granted an employment agreement. 8.2 The Purchaser pay and shall be responsible remain liable for the cost of all employee wages, salaries and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have benefits that accrued prior to the Closing DateDate pursuant to the applicable Management Agreement. 8.3 Unless actions for the claim(s(iii) arise before the Closing Date, the Purchaser This Section 12.4 shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisesurvive Closing. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) The Parties acknowledge that employment of all employees of Seller employed in connection with the Employees' contracts Acquired Assets will be terminated by Seller as of the Closing Date. It is Purchaser’s intention and Purchaser may, but shall be under no obligation to, offer employment shall automatically transfer to any or all eligible employees of Seller employed in connection with the Acquired Assets. If Purchaser pursuant offers employment to such employees, the Transfer of Undertaking salary offered (Protection of Employmentincluding any bonus) Regulations 1981 (as amended) will be no less favorable than the current salary paid to such employees on the date immediately preceding the Closing Date and with benefits no less favorable in any material respects than the benefits provided by Purchaser to its own similarly situated employees (the “RegulationsEmployment Offer”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements not assume any of the Employees which Seller’s employment Liabilities that have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise on or before the Closing Date, including without limitation unpaid FICA, FUTA, unemployment Tax, pension or profit-sharing plan contributions, employee fringe benefits, Liabilities under the Purchaser shall have no recourse against the Seller in respect WARN Act, severance benefits, bonuses, vacation time or pay or incentive programs of any claim made by type, nor shall Purchaser acquire any interest in or in relation obligation under any pension, profit sharing, retirement or other plan of Seller. Seller shall retain all severance obligations, if any, to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseits employees. Seller shall retain all Liabilities relating to any Employee Benefit Plan. 8.4 Beginning on (b) Seller or Seller’s ERISA Affiliate shall maintain a Health Plan after the Closing Date, the Purchaser shall be responsible Date and provide continuation of health coverage pursuant to COBRA for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller M&A Qualified Beneficiaries. “M&A Qualified Beneficiaries” means each individual who is a “qualified beneficiary” whose “qualifying event” occurred prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment sale of the Employees arising Acquired Assets and who is, or whose qualifying event occurred in respect of any event or period on or connection with, a covered employee whose last employment prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection qualifying event was associated with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 Acquired Assets being sold. (whether or not The terms within quotes are as defined in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (COBRA and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the sameits related regulations); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after . On the Closing Date, the Employee Liabilities all Business Employees and Key Business Employees hired by Purchaser shall be subject to the Offset defined in Section 3.1become employees of Purchaser and not of Seller.

Employees. 8.1 The Parties acknowledge Buyer shall have no responsibility of any form or nature with respect to Seller’s employees from and after the Closing. Buyer shall have no obligation to hire any employee of Seller.75 However, Seller acknowledges that Buyer shall be entitled to hire any of Seller’s employees, provided that Buyer shall give Seller a written list of those employees whom Xxxxx desires to hire effective on the Employees' contracts of employment shall automatically transfer Closing Date at least five days prior to the Purchaser pursuant Closing. No obligations of Seller to or with respect to any of its employees, including but not limited to obligations under employment contracts, employee benefit plans, collective bargaining agreements, and applicable Laws (including without limitation liability for payroll Taxes and other proper deductions and withholdings) are being assumed by Buyer. Without limiting the Transfer generality of Undertaking (Protection of Employment) Regulations 1981 (the foregoing, Seller shall be solely responsible for any and all liability arising directly or indirectly under the Worker Adjustment and Retraining Notification Act, as amended) amended (the “RegulationsWARN Act”), as a result of the transactions contemplated by this Agreement. AdditionallySeller acknowledges and agrees that Xxxxx does not assume or agree to discharge any liability of Seller under COBRA with respect to any current or former employees of Seller. Seller agrees that it will not take any voluntary action, including, without limitation, the termination of 75 Alternatively, it is common in an acquisition context for a seller to request that all of seller’s employees be hired by the buyer or, at a minimum, that the buyer not terminate a number of employees that triggers the WARN Act, and if the buyer does so, the seller is entitled to indemnification. its healthcare plan, the effect of which would be, or might reasonably be expected to be, the imposition upon Buyer of COBRA liability for current or former employees of Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the not hired by Xxxxx. Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for indemnify, defend, and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser hold harmless Buyer from and against any and all actionsliabilities, proceedingsdamages, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and expenses with respect to any liability to pay accrued holiday pay) which: 8.6.1 relate to assessed upon or arise out incurred by Buyer that is the responsibility of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in under this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsSection 8.3. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller Sellers shall be granted an employment agreement. 8.2 The Purchaser shall be solely responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actionsliabilities and obligations Sellers may have to the employees of the Stations, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance compensation, severance pay, incentive bonuses, health expenses, and pension entitlements accrued vacation time, sick leave and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of obligations under any of the Employees or any other Sellers' employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior benefit plans. Sellers acknowledge that Buyer has no obligation hereunder to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate offer employment to any contract of employment of any employee of Sellers; however, Buyer shall have the Seller right to hire such of the employees of the Stations as Buyer may select. With respect to any employee that Buyer hires, Sellers further acknowledge that Buyer shall have no obligation for, and shall not assume as part of the transaction contemplated by this Agreement, any compensation, incentive bonuses, health expenses, or "accrued vacation" or other accrued leave time of said employees as a consequence of their being hired by Buyer. Sellers also acknowledge that with respect to such employees as may be hired by Buyer, and where any such compensation, incentive bonuses, health expenses, or accrued leave time exists for said employees, Sellers will retain the responsibility for any liability arising therefrom. The consummation of the transactions contemplated hereby will not cause Buyer to incur or suffer any liability relating to, or obligation to pay, severance, termination, or other payments to any person or entity, or any other person (other than liability under any employee benefit plans of Sellers, including, without limitation, any liability under the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended. Sellers shall comply with the provisions of the Employees) in respect of which the Purchaser is liable as a result Worker Adjustment and Retraining and Notification Act and similar laws and regulations, if applicable, and shall be solely responsible for any and all liabilities, penalties, fines, or other sanctions that may be assessed or otherwise due under such applicable laws and regulations on account of the Regulations dismissal or Directive 77/187 termination of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware employees of the same); or 8.6.3 arise from any failure Stations by the Seller to comply with its obligations made or contemplated by the RegulationsSellers. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and salaries due, other like obligations and payments to the Business Employees for all periods ending on and prior to the Closing Date. Seller shall be responsible for the payment of any related pay-as-you-earn, National Insurance or deductions in respect amounts due to its employees pursuant to the employee benefit plans of Seller as a result of the Employees. 8.5 The employment of its employees through the Closing Date, and, in determining bonuses and other similar payments due to such employees for any period ended on or prior to the Closing, Seller undertakes shall, if payment thereof will occur after the Closing, waive any requirement that such employees be employees of a Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all unpaid medical claims occurring prior to indemnify the Closing and keep for the Purchaser indemnified from cost associated with confinement in any medical care, nursing, rehabilitation or similar facility which commences prior to the Closing. Seller shall be responsible for (a) all Liabilities arising under the employee benefit plans of Seller or ERISA Affiliate of Seller or (b) Liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and against all liabilitiesMedical Leave Act of 1993. Effective at the Closing, obligationsSeller (i) shall assign to Buyer any confidentiality agreement previously entered into between Seller and such employees related to the Business, costs, claims and demands arising from or in respect of any of the Employees, insofar as and (ii) to the extent that such confidentiality agreement is not assignable, Seller hereby releases such employee from any confidentiality agreement previously entered into between Seller and such employees relating to the Business to the extent (but only to the extent) necessary for Buyer to operate the Business in the same was caused manner as operated by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations . Seller shall not release any employee from any confidentiality agreement executed by such employee in favor of the Seller under or third parties relating to receipt of confidential information in connection with the contracts of potential business acquisitions. (b) Buyer may, at its sole discretion, offer employment of the Employees arising in respect of to any event or period on or prior Business Employee. Seller hereby consents to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal hiring of any of the Business Employees and waives any claims or rights Seller may have against Purchaser or any other such employee by the Seller under any non-competition or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and agreement to the extent that such agreements would preclude such employment by Buyer or limit the same was caused by any act or omission by the Seller prior ability of such employee to the Closing Date (the “Employee Liabilities”), arise perform services on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1Buyer’s behalf.

Employees. 8.1 (a) Seller hereby represents and warrants that Seller has 136 full-time active employees as of the date of this Agreement. Seller covenants and agrees that it will not terminate employment of any such full-time active employees between the date hereof and the Closing Date, except in the ordinary course of the Business, for cause. Purchaser acknowledges that some of Seller's employees may also quit their employment between the date of this Agreement and the Closing Date. Seller agrees to use its good faith efforts to retain its employees at the Hotel. Seller acknowledges that Purchaser shall have no liability or obligation relating to Seller's employer-employee relationship with the employees of the Business, and Seller agrees to take all appropriate and legally necessary actions in connection therewith. (b) Except as specifically provided under this Section 10.10, Purchaser shall have no obligation or liability to hire or employ, from and after the Closing Date, any employees of Seller. All compensation, obligations, liabilities and claims (including under the Fair Labor Standards Act or the WARN Act (as herein defined)) due to or claimed by an employee of Seller, arising or accruing prior to or by virtue of Closing (whether under an employment contract or otherwise; and including severance or other obligations), shall be the responsibility of Seller. Purchaser shall not be responsible for any such liability or obligations, and Seller agrees to indemnify and hold Purchaser and its Affiliates harmless from and against same. The Parties acknowledge that the Employees' contracts of employment foregoing indemnity shall automatically transfer include, without limitation, all required tax withholdings and contributions to or premiums for any other insurance or benefit programs or plans, to the extent arising or accruing prior to Closing. (c) Purchaser pursuant shall have the right, as part of its due diligence review under Section 5.5 hereof, to review all of Seller's employment records and personnel files. From and after November 17, 1997 (or December 2, 1997 if Purchaser elects to extend the Transfer date for satisfaction of Undertaking (Protection of Employmentthe conditions in Section 6.2(g) Regulations 1981 (as amendedand for 6.2(i) hereof) (the “Regulations”"Contact Date"), Purchaser shall also have the right to conduct a "jobs fair" at the Hotel, and to meet with and interview all of Seller's employees. AdditionallyPurchaser shall not contact Seller's employees in connection with this transaction prior to the Contact Date, except in connection with (and as necessary to perform) Purchaser's due diligence review under Section 5.5 hereof. (d) After the Contact Date but at least three (3) business days before the Closing Date, Purchaser shall identify to Seller acknowledges those employees to whom it does not intend to offer employment at the Business. Such employees are referred to herein as "Non-hired Employees". All other employees are referred to herein as "Rehired Employees". (e) Purchaser agrees, based upon Seller's representation, warranty and covenant set forth in subsection (a) hereof, that (i) no employee the number of Non-hired Employees shall not exceed one-third of the total number of Seller's full-time active employees immediately prior to the Closing Date. Such representation, warranty and covenant of Seller are material obligations of Seller hereunder, and Purchaser has an relied thereon in entering into this Agreement, specifically including, without limitation, this Section 10.10 hereof. Purchaser shall, from and after the closing Date, offer employment agreement; to the Rehired Employees at such pay and on such other terms not materially less favorable to such Rehired Employees than those provided by Seller immediately prior to Closing. The covenants of Purchaser in this subsection (iie) no employee are material obligations of the Purchaser hereunder and Seller shall be granted an employment agreementhas relied thereon in entering into this Agreement, specifically including, without limitation, this Section 10.10 hereof. 8.2 The (f) In reliance on Seller's representation, warranty and covenant set forth in subsection (a) hereof, Purchaser shall be responsible for any liability under the Workers Adjustment and undertakes to indemnify and keep Retraining Notification Act, 29 U.S.C. 2100 et seq (the Seller indemnified "WARN Act") that may be caused by terminations by Purchaser of Rehired Employees from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, and Purchaser shall indemnify and hold Seller harmless from and against any liability under the Employee Liabilities shall be subject to the Offset defined in Section 3.1WARN Act arising as a result thereof.

Employees. 8.1 The Parties acknowledge that (a) Buyer shall have the Employees' contracts right prior to Closing to contact and to discuss possible terms of employment with all of the Operations Employees, except the Seller’s Retained Employees listed on Schedule 7.8(a). Buyer anticipates offering all or substantially all the Operations Employees the opportunity to become employees of Buyer in positions comparable to those they currently hold with Seller, effective immediately after the Closing. Buyer shall automatically transfer deliver to Seller a list of the Operations Employees to whom Buyer has or intends to make offers of employment (each, an “Identified Employee”) at least fifteen (15) days prior to the Purchaser date of the Closing. (b) Other than those Seller’s Retained Employees listed on Schedule 7.8(a), Seller shall terminate the employment of all Operations Employees who are offered employment by Buyer, effective immediately prior to the Closing. Seller shall take all action necessary to give any notification required by the Worker Adjustment and Retraining Notification Act (“WARN”), United States Code, title 29, Section 2101 and Section 116L.976 of the Minnesota Statutes Annotated, comply with any requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 and pay any and all severance, vacation, paid time off, unpaid wages, unpaid bonuses, unpaid commissions or other sums that may be due to Operations Employees in connection with their termination of employment with Seller, if any, or otherwise pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect terms of any of the Employees, insofar Seller’s employee benefit plan. Buyer shall provide to Seller in a timely manner any information reasonably necessary to determine whether an Identified Employee has been offered employment in a comparable position and such other information as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date is reasonably necessary for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made obligations, if any, under WARN or contemplated by the Regulations. 8.7 The Seller undertakes any similar state law, rule or regulation with respect to authorise and hereby authorises each Seller’s termination of the employment of any Operations Employees. Seller will not exercise any right it may have under any agreement between Seller and any Operations Employee to prevent any such Operations Employee from accepting an offer of employment from Buyer or providing services to Buyer, and Seller will not otherwise enforce any restrictive covenants that would adversely effect the employment of or services provided by such Operations Employees to disclose to the Purchaser on behalf of Buyer. Seller shall not for a period of [****]* after the Closing Date all information in (i) induce, persuade or attempt to induce or persuade any employee, consultant or other personnel of Buyer at the Facilities or any former employee of Seller at the Facilities to reduce, terminate, restrict or otherwise alter his or her possession relating employment relationship with Buyer; or (ii) solicit, hire, offer to hire, entice away or engage the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect services of any employee, consultant or other personnel of Buyer at the Employees, insofar as and to Facilities or any former employee of Seller at the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1Facilities.

Employees. 8.1 The Parties acknowledge that (a) Seller shall notify the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee Acquired Employees of the Purchaser has an employment agreement; and (ii) no employee of Contemplated Transactions including the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent fact that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 consummation of the Council Contemplated Transactions, the Acquired Employees will be employees of European Communities Media Co and will no longer have any employment relationship with Seller or its Affiliates and that all benefits received by the Acquired Employees in connection with and pursuant to the Company Plans will cease as of the Closing Date except as otherwise provided by Applicable Law. Seller shall provide Purchaser with reasonable assistance and cooperation in communicating any further information to the Acquired Employees regarding the Contemplated Transactions and the effects thereof upon the Acquired Employees at Purchaser’s sole cost and expense. (b) Seller shall be responsible for maintenance and distribution of benefits accrued under any Company Plan pursuant to and if required by the provisions of such Company Plans to Employees for the time period ending on or before the Closing. Purchaser assumes neither any liability for any such benefits nor any fiduciary or administrative responsibility to account for or dispose of any such accrued benefits under any Company Plans. (c) Purchaser and its Affiliates solely are liable for all benefits (including, not limited to, severance and COBRA benefits), payments, any all other liabilities and obligations arising from or relating to the termination of any such contract (and in this connection the an Acquired Employee by Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent its Affiliates that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise occurs on or after the Closing Date, the Employee Liabilities and Seller shall be subject bear no liability or obligation whatsoever relating to such a termination. (d) For eligibility and vesting purposes under any tax-qualified retirement plan sponsored or maintained by Purchaser and its Affiliates and for all purposes with regard to vacation, sick time, personal time off, or other similar policies, Purchaser shall, or shall cause its Affiliates to, provide Acquired Employees with past service credit for such Acquired Employees’ service to the Offset defined Seller and the Companies, as applicable. No provision of this Agreement shall create any third party beneficiary rights in Section 3.1any Acquired Employee, or any beneficiaries or dependents thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to such employee by Seller or under any benefit plan which Seller may maintain. (e) At the Closing, Seller shall deliver to Purchaser assignments reasonably acceptable to Purchaser of the Employment Agreements of each of the individuals set forth on Schedule 7.03(e) duly executed by the Seller and each employee (the “Employment Agreement Assignments”).

Employees. 8.1 The Parties (a) Buyer shall provide the Sellers at Closing a list of the employees it desires to hire, such determination being made in Buyer's sole and absolute discretion, and all such persons accepting employment will be considered new employees of Buyer. Except for Buyer's obligations under Section 2.3(d), (e) and (f) Buyer shall not assume or have any obligations or Liabilities with respect to employees of Sellers or termination of such employees. Buyer's agreement to undertake the obligations of Section 2.3(d), (e) and (f) shall not be construed to create an employment relationship between Buyer and employees terminated by Sellers prior to Closing and not hired by Buyer, or obligate Buyer in any respect other than the specific obligations of such Section 2.3(d), (e) and (f). (b) Sellers acknowledge and agree that Buyer may interview and discuss employment terms and issues with employees. Nothing in this Agreement shall be construed as a commitment or obligation of Buyer to accept for employment, or otherwise continue the Employeesemployment of, any of the Sellers' contracts employees. (c) Except for Buyer's obligations under Section 2.3(d), (e), and (f), each Seller is responsible for all amounts, benefits, and other obligations owing employees of employment any Seller, whether hired by Buyer or not. In the event of Sellers' failure to comply with the provisions of this Section 5.6(c), the Purchase Price shall automatically transfer be adjusted accordingly, and in no event shall these amounts or obligations be included in the Assumed Liabilities. Anything to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmentcontrary in this Section 5.6(c) Regulations 1981 (as amended) (the “Regulations”). Additionallynotwithstanding, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser Buyer shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the EmployeesEmployee Administrative Claims. 8.5 The Seller undertakes to indemnify (d) Except for Buyer's obligations under Section 2.3(d), (e), and keep the Purchaser indemnified from (f) and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and then only to the limited extent set forth therein, the Sellers acknowledge and agree that Buyer is not assuming and shall not have any obligations or Liabilities under any Benefit Plan maintained by Sellers, or for the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations benefit of the Seller under or in connection with the contracts employees of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actionsSellers, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay obligations for severance, accrued holiday pay) which: 8.6.1 relate to or arise out benefits, including vacation accrued but not taken as of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1pension plan benefits, or medical coverage.

Employees. 8.1 The Parties acknowledge that If the Employees' contracts Closing occurs, the Purchaser shall be free to hire such persons, whether or not employees of the Seller or the Business, on such terms and conditions of employment shall automatically transfer to as the Purchaser pursuant to shall determine in the Transfer exercise of Undertaking (Protection of Employment) Regulations 1981 (as amended) (its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the “Regulations”). Additionallyparties hereto, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no including, without limitation, any employee of the Seller shall be granted an or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to such Person's employment agreement. 8.2 The by the Purchaser shall be responsible for governed solely by applicable employment policies and undertakes employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to indemnify the Purchaser a true and keep the Seller indemnified from complete list (including names, titles, job descriptions, compensation, date of hire, and against full vs. part-time status) of all accrued holiday pay entitlements and accrued holiday entitlements employees of the Employees which have accrued Business on the date of such notice. At least seven (7) days prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller in respect of any claim made by shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or in relation to the Employees whether by virtue accrued for all employees of the assumption of Undertakings (Protection of Employment) Regulations 1981Business through the Closing. In particular, Seller shall provide and continue to provide all continuation coverage under its group health plans required by ERISA, the Collective Redundancies Code and Transfer of Undertakings applicable Law for (Protection of Employmenti) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller's employees who terminate employment with Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to before the Closing Date shall be performed and discharged by the (ii) Seller's employees who terminate employment with Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether as of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which and whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be the Purchaser is liable by reason responsibility of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate not have any liability with respect to such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made claims or contemplated by the Regulationsliabilities. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that Purchaser may, or may cause another entity to, offer to continue the Employees' contracts employment of employment shall automatically transfer to any building service employees who are employed at the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued Property immediately prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, including, without limitation, employees employed by Seller’s managing agent or an entity related to or affiliated with Seller or Seller’s managing agent (each an “Employee” and collectively, the “Employees”), and shall comply fully with sec. 22-505 of the Administrative Code of the City of New York (“DBSWPA”), if applicable. Purchaser shall have no recourse against the provide written notice to Seller in respect of any claim made by on or in relation prior to the Employees whether by virtue of the assumption of Undertakings date that is forty-five (Protection of Employment45) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller days prior to the Closing Date. 8.6 All the obligations , whether it will assume, or cause another entity to assume, any of the Seller under CBAs (or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to corresponding “contractors agreement,” if applicable) effective from and after the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the identifying which Employees, if any, to whom Purchaser intends to offer, or cause another entity to offer, employment effective from and against after the Closing Date. Seller, Seller’s managing agent or an entity related to or affiliated with Seller or Seller’s managing agent, may provide any and all actionsnotices and information required by the DBSWPA with prior notice to, proceedingsbut without the need for consent from, costsPurchaser, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and anything to the contrary in this Agreement notwithstanding. Purchaser shall be solely responsible for all liabilities whatsoever with respect to any and all Employees for (i) salaries for the period from and after the Closing Date for Employees retained by Purchaser or another entity, (ii) benefits attributable to the period from and after the Closing Date for Employees retained by Purchaser or another entity as contemplated above, (iii) to the extent a Section 4204 transaction is not completed under Section 10(d) below with respect to the applicable Multiemployer Plan, withdrawal liability as defined in Section 4201, et seq. of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) arising from and after the Closing Date, including, without limitation, national insurance and pension entitlements and any such liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or arising in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior transactions contemplated in this Agreement, but only to the Closing Date for which the Purchaser is liable by reason of extent such withdrawal liability relates to the operation of the Regulations Property and is actually assessed against Seller or other measure having the force of law; or 8.6.2 its managing agent, (whether or not in respect of a period before or after the Closing Dateiv) relate benefit continuation and/or severance payments relating to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable Employee that may be payable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the (A) any termination of any such contract (employment from and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date of any such Employee retained by Purchaser or another entity as contemplated above, or (B) the transactions contemplated in this Agreement, (v) notices, payments, fines or assessments due to any governmental authority pursuant to any laws, rules or regulations with respect to the employment, discharge or layoff from and after the Closing Date of any such Employee retained by Purchaser or another entity as contemplated above, including, but not limited to, such liability as arises under the Worker Adjustment and Retraining Notification Act, Section 4980B of the Internal Revenue Code (COBRA) and any rules or regulations as have been issued in connection with any of the foregoing, and (vi) for all information obligations and liabilities under, arising from or otherwise relating to any collective bargaining agreement listed in his Schedule 11(c)(viii), including, any such agreement that succeeds or her possession replaces the listed collective bargaining agreements (each, a “CBA”), relating to the Business notwithstanding any term of his Employees (or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of them) or the Employees, insofar as operation of the Property by Seller or its managing agent that arise and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise accrue on or after the Closing DateDate (including by reason of the consummation of the transactions contemplated by this Agreement), including, without limitation, such obligations and liabilities of Seller or Seller’s managing agent or an entity related to or affiliated with Seller or Seller’s managing agent concerning Purchaser’s failure to assume, or to agree in this Agreement to assume, any CBA. The provisions of this Section 10(b) shall survive the Employee Liabilities shall be subject to the Offset defined in Section 3.1Closing.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee Except as herein provided, Buyer shall not be obligated to hire any of the Purchaser has Company's employees. Buyer shall be free to offer employment to such of the Company's employees identified to the Buyer by the Company prior to the date hereof ("Business Employees") as Buyer may determine are suitable to its needs. It is currently estimated that Buyer may want to employ approximately 60 employees (the "Offerees"). The Buyer will agree to offer employment to at least forty-eight (48) of the Company's employees, the selection of such employees to be in the Buyer's sole discretion. The employment relationship between the Buyer and the employees so hired will be on an at-will basis and the Buyer does not warrant any term of longevity of such employment agreementnor the terms and conditions of such employment; provided, however, that Buyer shall offer such employment to the Offerees upon terms and conditions which, at a minimum, equal the terms and conditions currently provided by the Company. The Company shall be solely responsible for any employment benefits, including severance, pension or profit sharing, medical insurance and accrued vacation due by the Company to such employees, whether employment is offered by Buyer to such employee or not. Employees of the Company associated with the Business and retained by Buyer shall be entitled to participate in Buyer's employment benefit plans, including its stock option or stock purchase plans, as such plans are determined and directed by the Buyer's Board of Directors. Selected employees of the Company retained by Buyer will be provided with retention incentives as determined by the Buyer. (ii) no employee The Company agrees that, following the execution of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for this Agreement and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for , Buyer shall be allowed to discuss with the claim(s) arise before Business Employees the possibility of employment with Buyer and shall be allowed to employ such persons effective as of the Closing Date, the Purchaser Date on such terms and conditions as may be negotiated between Buyer and such persons. Buyer shall have no recourse against the Seller in respect of any claim made by or in relation identify ten (10) days prior to the Closing Date those Business Employees whether that it intends to hire. The Company covenants not to interfere with any such efforts by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as Buyer and to the extent that the same was caused by any act or omission by the Seller prior use all reasonable efforts to assist Buyer in employing such individuals effective as of the Closing Date. 8.6 All (iii) As to any such Business Employee who is employed by Buyer pursuant to this Section 5.5(b), the obligations Company agrees to cause the release of such employee from any contractual provision with the Company, or any affiliate of the Seller under Company which would impair the utility of such employee's services to Buyer, or in connection with the contracts of employment of the Employees arising in respect of that would impose upon such employee any event monetary or period on or prior other obligation to the Closing Date shall Company that otherwise would be performed and discharged occasioned by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether termination of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the such employee's employment or dismissal any agreement of any noncompetition or confidentiality. Notwithstanding the foregoing, nothing contained herein shall prevent the Company from seeking redress from such employees for violations of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any such employees' duties as an employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsCompany. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 Effective as of the Closing Date, Purchaser and the Group Subsidiaries shall offer continued employment with Purchaser or the Group Subsidiaries to all current employees of Seller and its subsidiaries, including any such employees who are absent from active employment for any reason as of the Closing Date as well as the persons listed on Schedule 5.2(i). Within thirty (30) days of the date of this Agreement, Seller may identify up to fifteen (15) employees of Seller's affiliates (other than the Group Subsidiaries) who perform all or substantially all of their employment related duties or functions for the conduct of the business of the Group Subsidiaries, and a list of such individuals shall be set forth on Schedule 5.2(ii) which shall be made a part hereof at such time, and Purchaser and the Group Subsidiaries shall offer employment to such individuals effective at the Closing Date. All such employees whose employment is continued with Purchaser or the Group Subsidiaries, and all of the individuals set forth on Schedule 5.2(i) and Schedule 5.2(ii), are referred to herein as the "Hired Employees". The Parties acknowledge that continued employment of the Employees' contracts Hired Employees shall not be construed to limit the ability of Purchaser to terminate the employment of any Hired Employee at any time for any reason, and the employment of the Hired Employees shall automatically transfer be subject to all of the Purchaser's practices and policies, including its policy of employment-at-will, except to the Purchaser pursuant extent such Hired Employees are otherwise party to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; . Purchaser and (ii) no employee of the Group Subsidiaries shall employ the Hired Employees at the same salary and wages and with benefits that are, in the aggregate, substantially similar or superior to those provided by Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep or the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of Subsidiaries, as the Employees which have accrued case may be, immediately prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date. Subject to Section 5.3, the Purchaser nothing in this Agreement shall have no recourse against the Seller in respect of limit Purchaser's right, at any claim made by time, to modify, amend or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981terminate any salary and wages payable, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contractbenefit provided, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the all Hired Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, including without limitation any Employee Welfare Benefit Plan or any Employee Pension Benefit Plan to the extent permitted by law; provided, however, that (i) for a period of at least 12 months following the Closing Date, Purchaser and the Group Subsidiaries shall provide for the payment of severance benefits, salary continuation, salary in lieu of notice and similar benefits to any Hired Employee Liabilities whose employment is terminated by Purchaser or the Group Subsidiaries for any reason other than cause or long term disability (for this purpose, the existence of cause shall be subject determined in accordance with the definition set forth in Schedule 5.2(iii), and the amount of such benefits shall be determined in accordance with Seller's severance policies in effect on the date hereof, and such determinations shall be made in good faith) and (ii) thereafter the Hired Employees shall be entitled to such severance benefits, salary continuation, salary in lieu of notice or similar benefits that Purchaser provides to its other employees. Seller makes no representation as to whether any such employee will accept employment with Purchaser. For the Offset defined in Section 3.1.purposes hereof, "

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer (a) With respect to the Purchaser pursuant to the Transfer of Undertaking each Business Employee, no later than five (Protection of Employment5) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued Business Days prior to the Closing Date, Sellers shall provide Buyer with a list setting forth, to the extent such information is permitted to be disclosed under applicable Law and has not previously been provided: (i) title or job/position, (ii) job designation (i.e., salaried or hourly), (iii) location of employment and Seller employer, (iv) employment status (active, on leave or on unpaid leave, including for those on leave the scheduled end of leave), (v) annual base rate of compensation and any bonus amount that he or she has received for the most recent fiscal year and (vi) accrued and unused vacation pay. 8.3 (b) At least two (2) Business Days prior to the Closing, Buyer shall provide (or cause one of its Subsidiaries to provide) to all Business Employees (but excluding for this purpose any Subsequent Acquired Store Employees) an offer (the “Employment Offer”) of employment, with salary and bonus opportunities no less than those in effect immediately prior to the Closing. Such offers of employment shall be effective on the respective Employment Transfer Date. For each Subsequent Acquired Store Employee, Buyer shall make such Employment Offers no less than two (2) Business Days prior to the assumption and assignment to Buyer of the applicable Real Property Lease, but effective upon the assumption and assignment of such Real Property Lease. Each Business Employee who accepts Buyer’s offer of employment and who becomes an employee of Buyer or of one of its Subsidiaries shall be a “Transferred Employee.” Sellers shall cooperate with Buyer in effecting the Transferred Employees’ transfer of employment from Sellers to Buyer or a Buyer Subsidiary as contemplated hereby. For the avoidance of doubt, no Subsequent Acquired Store Employee shall become an employee of Buyer until the related Real Property Lease is assumed and assigned pursuant to the Designation Rights Agreement. (c) Unless actions prohibited by Law or otherwise provided for in an Employment Offer, all unused vacation and paid time off of the claim(sTransferred Employees accrued as of the Employment Transfer Date shall, effective as of the Employment Transfer Date, be transferred to and assumed by Buyer. To the extent any such vacation pay is required by law to be paid on the Employment Transfer Date as to any Transferred Employee, such amount will be paid by the Buyer. Schedule 7.6(c) arise before sets forth the vacation and paid time off policy applicable to each Business Employee, as well as each Business Employee’s accrued and unused vacation as of the date hereof. Sellers shall update Schedule 7.6(c) as of the Employment Transfer Date to reflect the accrued and unused vacation for each Transferred Employee as of the Employment Transfer Date. (d) As to any Transferred Employee to whom a bonus or applicable key employee retention plan (“KERP”) payment is payable with respect to any period on or prior to the Closing Date, the Purchaser obligation to pay such bonuses and KERP payments shall have be transferred to and assumed by Buyer, and Buyer shall pay such bonuses and KERP payments no recourse against later than the Seller in respect later to occur of any claim made by (a) the first regularly-scheduled payroll date following the Closing Date and (b) the date such bonus or in relation to KERP payment is earned under the Employees whether by virtue of applicable bonus program or the assumption of Undertakings KERP. (Protection of Employmente) Regulations 1981In addition, the Collective Redundancies and Transfer of Undertakings Parties hereto agree as follows: (Protection of Employmenti) Buyer shall not be required to adopt, become a sponsoring employer of, or have any obligations under or with respect to any Employee Benefit Plan and, except as provided in Sections 7.8(c) or (Amendmentd), Buyer is not assuming any Liabilities under any Employee Benefit Plans; (ii) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser Sellers shall be solely responsible for the payment of all wages any and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, expenses, claims and demands arising from out of or relating to: a) the employment (and/or the termination of employment) of employees who do not become Transferred Employees, whether such liabilities arise before, on or after the Closing Date (other than any Business Employee with respect to whom Buyer did not make an offer of employment to in compliance with Section 7.6(a), in which case the Buyer will assume any Liability for severance that may be payable to such Business Employee); and b) the employment (and/or the termination of employment) of, or accruing with respect to, any Transferred Employee before the date such employee actually commences work with Buyer, except for the Liabilities expressly assumed under Sections 7.8(c) or (d); (iii) Sellers and their respective ERISA Affiliates shall comply with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), as set forth in Section 4980B of the Code and Part 6 of Title I of ERISA, with respect to any employee, former employee or beneficiary of any such employee or former employee who is covered under any group health plan, as defined in Section 5000(b)(1) of the EmployeesCode, insofar maintained by Sellers and their ERISA Affiliates as and to the extent that the same was caused by any act or omission by the Seller prior to of the Closing Date. 8.6 All Date or whose “qualifying event” within the obligations meaning of Section 4980B(f) of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period Code occurs on or prior to the Closing Date shall be performed and discharged by Date, whether pursuant to the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether provisions of compensation COBRA or otherwise); (f) Nothing in this Section 7.6 shall (i) be treated as an amendment of, finesor undertaking to amend, penaltiesany Employee Benefit Plan, judgements(ii) obligate Buyer, order and liabilities whatsoever any of Sellers, or any of their respective Affiliates to hire or retain the employment of any particular employee, or (includingiii) confer any rights or benefits on any Person, without limitationincluding any Business Employee, national insurance and pension entitlements other than the Parties to this Agreement. (g) Buyer agrees to provide any required notice under the WARN Act and any liability similar state or non-United States statute, and otherwise to pay accrued holiday paycomply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) which: 8.6.1 relate to or arise out group termination, group relocation or similar event affecting Business Employees and occurring after the Closing Date. At Closing, Sellers shall provide Buyer with a list of or in connection with employees terminated within the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or ninety (90) days prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than at any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsAcquired Assets. 8.7 The Seller undertakes to authorise and hereby authorises each (h) Buyer shall ensure that, as of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, each Transferred Employee receives full credit (for purposes of determining eligibility to participate, vesting, and vacation entitlement benefits, but excluding benefit accrual under any defined-benefit pension plan), for service with Sellers (or predecessor employers to the extent such past service credit is provided under the applicable employee benefit plan) under comparable employee benefit plans of Buyer or its Affiliates in which such Transferred Employee Liabilities shall be becomes a participant; provided, however, that no such service recognition will result in any duplication of benefits. With respect to each health or welfare benefit plan maintained by Buyer or its Affiliates for the benefit of any Transferred Employee, subject to any required approval of the Offset defined in Section 3.1applicable insurance provider, if any, which Buyer will use commercially reasonable efforts to procure, Buyer will cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan.

Employees. 8.1 The Parties acknowledge that (a) Buyer will offer employment, effective on the Employees' contracts Closing Date, to all employees of employment shall automatically transfer Seller who are covered by the IBEW Collective Bargaining Agreements and are actively employed as of the Closing Date in positions relating to the Purchaser pursuant to the Transfer of Undertaking Purchased Assets (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”"Union Employees"). Additionally, the Seller acknowledges that . (i) no employee Buyer will offer employment, effective on the Closing Date, to all CPS employees whose principal place of employment is located at the Purchaser has an employment agreement; Purchased Assets who are not covered by the IBEW Collective Bargaining Agreements on the Closing Date, and who provide services in support of CPS, but excluding employees of Seller's Support Services Business Group, and (ii) no Buyer may offer employment to any other employee of Seller provided that Buyer obtains Seller's written consent prior to any such offer (collectively, the "Non-Union Employees"). Subject to its obligations hereunder, Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes retains the right to indemnify and keep the transfer any of its employees employed at CPS to any other Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued facility prior to the Closing Date; provided, however, that key employees critical to the operations of CPS, as determined by Buyer from time to time, shall be transferred only with the written consent of the Buyer. Each person who becomes employed by Buyer pursuant to Section 6.10(a) or (b) shall be referred to herein as a "Transferred Union Employee" or "Transferred Non-Union Employee", respectively, and collectively as "Transferred Employees". 8.3 Unless actions for the claim(s(c) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect All offers of any claim employment made by or in relation Buyer to any of Seller's employees will be made subject to the Employees whether by virtue Parties' satisfaction that an employee is (i) qualified to perform the duties and responsibilities of their current job assignment with or without reasonable accommodation (or will be capable of doing so upon return from authorized leave of absence), and (ii) has the assumption appropriate nuclear power plant access authorization. All offers of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser employment shall be responsible for the payment of made in accordance with all wages applicable federal, state and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify local laws and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever regulations (including, without limitation, national insurance Section 16-128 of the Illinois Public Utilities Act) and, with respect to Union Employees, the IBEW Collective Bargaining Agreements. All such offers of employment will be made in accordance with Section 16-128 of the Illinois Public Utilities Act and pension entitlements will therefore be at no less than the wage rates, and any liability substantially equivalent fringe benefits and terms and conditions of employment that are in effect at the time of transfer of ownership of the Purchased Assets; and such wage rates and substantially equivalent fringe benefits and terms and conditions of employment shall continue for at least 30 months from the time of said transfer of ownership unless the parties mutually agree to pay accrued holiday paydifferent terms and conditions of employment within that 30-month period. Seller and Buyer shall cooperate in developing a 208 transition plan (the "Transition Plan") which:for Union Employees and Non-Union Employees in accordance with Section 16-128 of the Illinois Public Utilities Act. Seller shall be responsible for implementing and funding the Transition Plan for all such Union Employees and Non-Union Employees who are not Transferred Employees. 8.6.1 relate (d) Schedule 6.10(d) sets forth the collective bargaining agreements, and all amendments thereto, to or arise out of or which Seller is a party with the IBEW in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 Purchased Assets (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1."IBEW Collective Bargaining Agreements"

Employees. 8.1 The Parties acknowledge that (a) Prior to the Employees' contracts Closing, Parent, Acquirer or their Affiliates will extend offers of employment shall automatically transfer (contingent on the occurrence of the Closing) to the Purchaser U.S. Employees. Each U.S. Employee who receives and accepts an offer of employment with Parent, Acquirer or one of their Affiliates and commences employment with Parent, Acquirer or one of their Affiliates at the Closing, and each other Company Employee whose employment with the Company or a Subsidiary thereof continues pursuant to Applicable Law following the Transfer Closing, is referred to herein as a “Continuing Employee.” The Company will consult with Parent and Acquirer (and will consider in good faith the advice of Undertaking Parent) prior to sending any notices or other communication materials to its employees or any works council, employee representative or other employee representative bodies representing the employees regarding the Transactions. The Company will and will procure that its Subsidiaries shall comply with all obligations it has to inform or consult with any such Persons regarding the Transactions, and Parent, Acquirer and their Affiliates will provide such information as is reasonably requested by the Company and necessary or desirable for the Company or its Subsidiaries to comply with all such information or consultation obligations. (Protection b) Immediately prior to the Closing, the Company and its Subsidiaries shall terminate the employment of Employment) Regulations 1981 each U.S. Employee for all purposes contingent upon and effective as of the Closing, and pay in full to the U.S. Employees any and all compensation and benefits, including, without limitation, base salary, wages, bonuses, commissions and other forms of incentive compensation, vacation and paid-time-off and other employee benefits (except, in the case of tax-qualified employee benefits, to the extent vested and payable in a subsequent years in accordance with the terms of the applicable plan), in each case, that have been earned or accrued, as amended) applicable, through the Closing Date (the “RegulationsAccrued Amounts” and all such Accrued Amounts consisting of vacation, the “U.S. Accrued PTO”). AdditionallyThe U.S. Accrued PTO shall be paid by the Company and/or its Subsidiaries on or after the Closing Date (in accordance with Applicable Law), following the Seller acknowledges that (i) no employee Cash Sweep calculated in accordance with Section 6.9(c). For the avoidance of doubt, payment of the Purchaser has an employment agreement; and (ii) no employee U.S. Accrued PTO is not a Closing Cash Use for purposes of the Seller shall be granted an employment agreementSection 6.9(c). 8.2 The Purchaser shall be responsible for (c) Subject to Applicable Law, during the period beginning on the date of this Agreement and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning ending on the Closing Date, the Purchaser Company and its Subsidiaries and Parent and its Subsidiaries shall be responsible mutually cooperate with respect to the retention of Company Employees through and after the Closing Date and with respect to assisting Parent and its Subsidiaries in making offers to U.S. Employees. Without limiting the foregoing, the Company shall, and shall cause its Subsidiaries to, provide to Parent information related to the Company Employees and Company Employee Plans that is reasonably requested by Parent and necessary or desirable for Parent to integrate the payment Continuing Employees into a combined business with Parent following the Closing, in each case subject to Applicable Law. (d) During the period beginning on the Closing Date and ending on the first anniversary of all the Closing Date and except as otherwise required by Applicable Law or by collective bargaining agreement, works council arrangement or other labor union Contract, Parent shall provide each Continuing Employee with (i) annual total target compensation that is substantially comparable, in the aggregate, to the annual total target compensation (taking into account base salary or wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes recurring cash and equity incentive opportunities) that was provided to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller such Continuing Employee immediately prior to the Closing Dateand (ii) defined contribution retirement (401(k)), health and welfare benefits that are no less favorable, in the aggregate, either (A) to those provided to similarly-situated employees of Parent and Parent’s Affiliates, or (B) to those provided to such Continuing Employee immediately prior to the Closing. 8.6 All (e) Parent agrees that, from and after the obligations of Closing, Parent shall and shall cause the Seller under or in connection Company and its Subsidiaries to grant each Continuing Employee credit for all service with the contracts Company or any of employment of the Employees arising in respect of its Subsidiaries (and any event or period on or predecessors thereto) prior to the Closing Date shall be performed for eligibility and discharged vesting purposes for purposes of statutory employee benefit and severance plans, agreements, arrangements, programs and policies established or maintained by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation Parent or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise Affiliates on or after the Closing Date(to the same extent as such credit was recognized prior to the Closing under comparable Company Employee Plans), except where granting such credit would result in a duplication of benefits. (f) In addition, Parent hereby agrees that Parent shall use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any medical or welfare benefit plan or program maintained by Parent or any of its Affiliates on or after the Closing in which the Continuing Employees participate (the “New Plans”) to the extent waived or satisfied by a Continuing Employee (or covered dependent thereof) under the corresponding Company Employee Plan as of the Closing and (ii) cause any deductible, co-insurance and out-of-pocket covered expenses paid on or before the date of initial participation by any Continuing Employee (or covered dependent thereof) to be credited for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the date of initial participation under such New Plans in the year of initial participation (to the same extent such credit would have been given under comparable Company Employee Plans prior to the Closing). (g) Nothing contained in this Agreement (including Sections 6.10, 6.11, 6.12 and 6.13) shall, or shall be construed so as to, (i) prevent or restrict in any way the right of Parent or Acquirer to terminate, reassign, promote or demote any employee, consultant, director or other service provider (or to cause any of the foregoing actions) at any time following the Closing, or to change (or cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or service of any such employee, consultant, director or other service provider at any time following the Closing, (ii) constitute an amendment or modification of any Company Employee Plan or other employee benefit plan, (iii) create any third-party rights in any such current or former employee, consultant, director or other service provider (including any beneficiary or dependent thereof), (iv) obligate Parent or any of its Affiliates to adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent Parent or any of its Affiliates from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time, or (v) limit or modify the obligations of Parent, the Employee Liabilities shall be subject to the Offset defined in Section 3.1Company or any of their respective Subsidiaries or Affiliates under Applicable Law or any applicable collective bargaining agreement, works council arrangement or other labor union Contract.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or At least 10 days prior to the Closing Date shall (or such lesser time as may be performed and discharged by the Seller and the Seller shall indemnify the Purchaser appropriate for employees who are hired or return from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether a leave of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out absence within 10 days of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which or as the parties may otherwise agree), the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of will extend a period before or after the Closing Date) relate to any contract written offer of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to employees identified on Schedule 10.1 (the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller “Employees”) (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission schedule will be updated by the Seller prior to the Closing Date (by deleting those individuals no longer employed in connection with the “Business and adding any individuals who have become so employed since the schedule was first prepared or the last revision thereto, as the case may be; such schedule shall also set forth, with respect to any Employee Liabilities”on leave, the date such leave commenced and the expected date of return, if known), arise on or after . Effective as of the Closing Date, the Purchaser will hire each Employee Liabilities shall who timely accepts the offer of employment extended by the Purchaser (such Employees, the “Transferred Employees”). An offer of employment extended by the Purchaser to an Employee in accordance with the foregoing provisions of this Section 10.1 will be subject for a position with job duties substantially similar to the Offset defined job duties of the position that the Employee held immediately prior to the Closing Date and on at least the same terms and conditions as those in Section 3.1effect immediately prior to the Closing Date including any terms and conditions required by any applicable employment agreement, but excluding benefits provided under any equity-based benefit plans and any benefit plans providing for post-retirement benefits. The Purchaser will extend an offer of employment to Employees who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date to at least the same extent, if any, as such Employees would be entitled to reemployment under either applicable Law or the Seller’s policies and procedures in existence immediately prior to the Closing Date, and any such Person who accepts such an offer will be treated as a Transferred Employee, provided that no such offer need be extended by the Purchaser to any Employee (i) who has been on an approved leave of absence (other than military leave) for more than [***] as of the Closing Date and (ii) whose return to active employment is not reasonably expected to occur within [***] following the Closing Date.

Employees. 8.1 The Parties acknowledge that (a) Buyer shall offer employment, commencing as of the Employees' contracts Closing, to all Palisades Employees and Big Rock ISFSI Employees employed immediately prior to the Closing, which Palisades Employees and Big Rock ISFSI Employees are set forth on Schedule 6.10(a), as amended between the Effective Date and the Closing Date to reflect any changes in the identities of work force personnel. Notwithstanding the foregoing any individual who is absent from service due to illness, leave of absence, military service or otherwise on the Closing Date shall not be considered a Palisades Employee or a Big Rock ISFSI Employee (and shall not be entitled to any wages, compensation, or benefits from Buyer) unless or until such individual returns to work and is actively employed by Buyer no later than fifty-two (52) weeks from the date his/her leave began or such later date as required by Law or the Collective Bargaining Agreement, in which case any wages, compensation, or benefits eligibility shall be prospective only, from the date of such individual's active employment with Buyer. Each offer of employment made by Buyer to a Palisades Employee or a Big Rock ISFSI Employee shall automatically transfer be consistent with the standard hiring practices and employment prerequisites of Buyer (applied consistent with Buyer's past practices), and to the Purchaser pursuant to the Transfer receipt by Buyer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the confirmation from Seller acknowledges or NMC that such individual (i) no employee is currently performing and is qualified, licensed, certified, or trained in accordance with any applicable requirement of Governmental Authority to perform the Purchaser has an employment agreementduties and responsibilities of his or her current job assignment or the position to be offered to him or her by Buyer; and (ii) no employee has the appropriate nuclear power plant access authorization. At the Closing, Buyer shall assume the Collective Bargaining Agreement and shall assume all of Seller's or NMC's obligations under the Collective Bargaining Agreement with respect to each Bargaining Unit Transferred Employee as of the Seller date he or she commences employment with Buyer, including the provision of retirement and insurance benefits, for the remainder of the term of the Collective Bargaining Agreement. For purposes of this Section 6.10, Buyer shall include any Affiliate of Buyer which offers employment to Palisades Employees or Big Rock ISFSI Employees. Buyer does not assume any Liability under the Collective Bargaining Agreement or otherwise with respect to any Palisades Employee unless and until he or she becomes a Transferred Employee. Buyer's agreement to offer employment to the Palisades Employees and Big Rock ISFSI Employees under this Section 6.10(a) shall not constitute an employment agreement or contract with any Palisades Employee or Big Rock ISFSI Employee, and each Transferred Employee shall be granted an employment agreement"at-will" employee, subject to the Collective Bargaining Agreement, if applicable. 8.2 The Purchaser (b) Each Palisades Employee or Big Rock ISFSI Employee who is offered, accepts and commences employment with Buyer will be referred to herein as a "Transferred Employee." With respect to each Big Rock ISFSI Employee who is a Transferred Employee, Buyer shall not be required to provide any replacement welfare, benefit, defined benefit or retiree coverages or plans separate from or in addition to those being provided to the other Transferred Employees hereunder. If, but only if, any Big Rock ISFSI Employee participates in a plan or has a coverage as of the Effective Date identified in Schedules 4.8 or 4.9(a) that is being replicated by Buyer hereunder, then such Big Rock ISFSI Employee shall be responsible permitted to participate in such replicated plan or coverage of Buyer. Otherwise, such Big Rock ISFSI Employees shall be treated for all purposes under this Agreement as Non-Bargaining Unit Transferred Employees. (c) For the period commencing on the Closing Date and undertakes ending thirty-six (36) months thereafter (regardless of whether a Non-Bargaining Unit Transferred Employee becomes a Non-Bargaining Unit Transferred Employee after the Closing Date), except as Buyer and any Non-Bargaining Unit Transferred Employee may otherwise mutually agree, Buyer shall provide Non-Bargaining Unit Transferred Employees with annualized total compensation, including base pay, authorized overtime, bonuses, incentive compensation and benefits provided under all applicable employee benefits plans and programs, and fringe benefit arrangements (other than severance benefits, which are as set forth in Section 6.10(m)) (collectively, "Total Compensation") that in the aggregate is comparable in value to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued Non-Bargaining Unit Transferred Employees' annualized Total Compensation immediately prior to the Closing Date. 8.3 Unless actions for . For the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning period commencing on the Closing DateDate and ending on the date on which the Collective Bargaining Agreement expires or terminates (such date, the Purchaser "CBA Termination Date"), except as Buyer and any Bargaining Unit Transferred Employee may otherwise mutually agree, Buyer shall be responsible for provide Bargaining Unit Transferred Employees with Total Compensation in accordance with the payment terms set forth in the Collective Bargaining Agreement. Notwithstanding anything to the contrary herein, Buyer shall take all actions necessary to comply with the requirements of all wages and salaries dueMCL Section 460.10p, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent applicable. (d) Effective as of the Closing Date or such later date as they become Transferred Employees, all Transferred Employees shall cease to participate in the Employee Welfare Benefit Plans maintained or sponsored by NMC, Seller or their Affiliates and shall commence participation (if applicable eligibility requirements are satisfied) in the Employee Welfare Benefit Plans of Buyer or its Affiliates (the "Replacement Welfare Plans") that (i) for Non-Bargaining Unit Transferred Employees, will, when combined with the same was caused by any act or omission by the Seller prior other elements of Total Compensation, provide benefits and coverage that are comparable on average to the Closing Date. 8.6 All benefits and coverage provided to the obligations of Non-Bargaining Unit Transferred Employees on average under NMC's, Seller's, or their Affiliates', as the Seller under or case may be, Employee Welfare Benefit Plans in connection with effect for the contracts of employment of the Non-Bargaining Unit Transferred Employees arising in respect of any event or period on or immediately prior to the Closing Date shall be performed and discharged by the Seller (ii) for Bargaining Unit Transferred Employees, will provide benefits and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or coverage in connection accordance with the employment or dismissal terms set forth in the Collective Bargaining Agreement. Buyer shall not be obligated to maintain such benefits and coverage in the Replacement Welfare Plans as described in the preceding sentence (regardless of whether any Transferred Employee becomes a Transferred Employee after the Closing Date) (A) beyond the 36-month period following the Closing Date with respect to Non-Bargaining Unit Transferred Employees, and (B) beyond the remaining term of the Collective Bargaining Agreement with respect to Bargaining Unit Transferred Employees. Buyer shall (i) waive all limitations as to pre-existing condition exclusions and waiting periods with respect to the Transferred Employees under the Replacement Welfare Plans, other than, but only to the extent of, limitations or any other employee waiting periods that were in effect with respect to such employees under the corollary Employee Welfare Benefit Plans maintained by the NMC, Seller or any other person or any act or omission by the Seller or any associate their Affiliates and that have not been satisfied as of the Seller or Closing Date, and (ii) provide each Transferred Employee with credit for any other event occurring on or coinsurance limit payments and deductibles paid prior to the Closing Date for which the Purchaser is liable by reason during a plan year under NMC's, Seller's or their Affiliates' plans that have not ended as of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate , in satisfying any deductible or coinsurance limit requirements under the Replacement Welfare Plans (on a pro-rata basis in the event of a difference in plan years). In administering any lifetime maximum claims amount, Buyer and its Affiliates shall reserve the right to any contract of employment of any employee of recognize claims under the corollary Employee Welfare Benefit Plans maintained by NMC, Seller or any other person their Affiliates. (other e) Other than any with respect to Buyer's replacement 401(k) plans and defined contribution plans, Replacement Defined Benefit Plans and Replacement Retiree Coverages which are governed by Sections 6.10(f), (g) and (l), respectively, Buyer shall give all Transferred Employees credit for all service with NMC, Seller and their Affiliates under all Employee Welfare Benefit Plans and all fringe benefit plans, programs and arrangements of the EmployeesBuyer ("Replacement Benefit Plans") in respect which they become participants to the extent such service would be credited under the corollary plans and arrangements maintained by NMC, Seller or their Affiliates ("Credited Service"). The Credited Service given is for purposes of which eligibility, vesting and service related level of benefits, but not benefit accrual (except as provided in the Purchaser is liable as a result following sentence). For purposes of benefit accrual, Buyer shall give Transferred Employees credit for all Credited Service with NMC, Seller and their Affiliates under all Replacement Benefit Plans, but the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser ultimate benefits provided under Replacement Benefit Plans shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure be offset by the corresponding benefits previously provided by NMC, Seller to comply with its obligations made or contemplated their Affiliates or benefit plans of NMC, Seller or their Affiliates, or by the Regulationscorresponding benefits accrued under the benefit plans of Seller or its Affiliates or otherwise committed to be provided by NMC, Seller or their Affiliates in the future. 8.7 The Seller undertakes to authorise and hereby authorises each (f) Effective as of the Employees to disclose to the Purchaser after the Closing Date all information or such later date as they become Transferred Employees, Buyer agrees to allow the Non-Bargaining Unit Transferred Employees to be eligible to commence participation in his one or her possession relating more tax-qualified 401(k) plans sponsored by Buyer or its Affiliates that will, when combined with the other elements of Total Compensation, provide benefits which in the aggregate are comparable in value to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and benefits provided to the extent that Non-Bargaining Unit Transferred Employees under the same was caused tax-qualified 401(k) plans sponsored by any act NMC or omission by the Seller its Affiliates in effect for Non-Bargaining Unit Transferred Employees immediately prior to the Closing Date (the “Employee Liabilities”"Existing Savings Plans"). Effective as of the Closing Date, or such later date as they become Transferred Employees, Buyer agrees to allow the Bargaining Unit Transferred Employees to commence participation in one or more tax-qualified 401(k) plans sponsored by Buyer or its Affiliates that will provide benefits in accordance with the terms set forth in the Collective Bargaining Agreement. In addition, Buyer agrees to allow the Bargaining Unit Transferred Employees who participate in the Consumers Defined Company Contribution Plan (the "Palisades Defined Contribution Plan"), arise effective on the Closing Date, or such later date as they become Transferred Employees, to be eligible to commence participation in one or more defined contribution plans that will provide benefits which are equivalent in value to the benefits provided to such employees under the Palisades Defined Contribution Plan. Buyer shall give all Transferred Employees credit for all service with NMC, Seller and their Affiliates under Buyer's replacement 401(k) plans and defined contribution plans in which they become participants to the extent such service would be credited under the Existing Savings Plans and the Palisades Defined Contribution Plan, provided that such service credit shall be given only for purposes of eligibility and vesting, but not benefit accrual. Buyer shall not be obligated to maintain such participation and benefits under such defined contribution plans (regardless of whether any Transferred Employee becomes a Transferred Employee after the Closing Date) (A) beyond the 36-month period following the Closing Date with respect to Non-Bargaining Unit Transferred Employees, and (B) beyond the remaining term of the Collective Bargaining Agreement with respect to Bargaining Unit Transferred Employees (provided, however, that if changes in the Collective Bargaining Agreement or the Law, or failure to otherwise meet any legal qualification requirements under existing Law, require(s) any terms of such defined contribution plans to be modified, or if any such terms are required by the IRS to be modified in connection with Buyer's application for a determination letter for such defined contribution plans, Buyer may modify such terms to the extent that it deems necessary to comply with such Laws, IRS directives or changes in the Collective Bargaining Agreement). To the extent allowable by Law and the applicable Seller plan, Buyer shall take any and all necessary action to cause the trustee of any tax-qualified defined contribution plan of Buyer or its Affiliates in which any Transferred Employee Liabilities becomes a participant to accept a direct "rollover" in cash of all or a portion of said employee's "eligible rollover distribution" within the meaning of Section 402 of the Code from the Existing Savings Plans and/or the Palisades Defined Contribution Plan, if requested to do so by the Transferred Employee. Seller covenants that Transferred Employees shall be subject fully vested under the Existing Savings Plans and the Palisades Defined Contribution Plan as of the Closing Date. (1) Effective as of the Closing Date or such later date as they become Transferred Employees, Buyer shall cause to be provided to those Transferred Employees participating in the Offset defined in Section 3.1.Pension Plan for Employees of Consumers Energy and Other CMS

Employees. 8.1 The Parties acknowledge that the Employees' contracts (a) Upon execution of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallythis Agreement, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes permitted to indemnify and keep the Seller indemnified from and against hold joint meetings with all accrued holiday pay entitlements and accrued holiday entitlements employees of the Employees which have accrued prior Company and the Convenience Store at such times as are mutually acceptable to the Closing DateCompany or PRMA, as applicable, and the Purchaser, and shall be permitted to provide preliminary information relating to the transactions contemplated by this Agreement, and thereafter Purchaser shall be entitled to conduct one-on-one meetings with all employees of the Company and the Convenience Store at such times as Purchaser shall reasonably request. 8.3 Unless actions for (b) Effective as of the claim(s) arise before date immediately preceding the Closing Date, the participation of the Company in all Plans sponsored and maintained by the Parent and its ERISA Affiliates shall terminate. With respect to any Plans sponsored and maintained by the Company, Parent shall use its Commercially Reasonable Efforts to assist Purchaser shall have no recourse against to negotiate any contracts or arrangements which may be necessary to operate and administer such Plans to the extent such contracts and arrangements are maintained by Parent or an ERISA Affiliate on or before the Closing Date. Notwithstanding any provision of this Agreement to the contrary, prior to the Closing, the Company, the Seller in respect or the Parent may (i) amend any or all of the MGM MIRAGE Deferred Compensation Plan I (“DCP I”), MGM MIRAGE Deferred Compensation Plan II (“DCP II”), MGM MIRAGE Supplemental Executive Retirement Plan I (“SERP I”), and MGM MIRAGE Supplemental Executive Retirement Plan II (“SERP II”), and take any claim made by or in relation and all other actions as it deems necessary, to transfer to the Employees whether by virtue Seller, effective as of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on date immediately preceding the Closing Date, any or all of the Purchaser shall Liabilities of the Company with respect to any or all of DCP I, DCP II, SERP I and SERP II with respect to any or all of the employees of the Company through and including such date, and to transfer to the Seller any right, title or interest, whether contingent or otherwise, that the Company has or may claim with respect to the trust created by the Trust Agreement for the MGM MIRAGE Nonqualified Plans (the “Trust Agreement”), to the extent necessary to enable the Seller to be responsible for treated as the grantor of the account maintained pursuant to section 1.7 of the Trust Agreement with respect to the Company and to ensure that the payment of all wages such Liabilities will be deductible by the Seller for Federal and salaries duestate income tax purposes to the maximum extent allowed by law, any related pay-as-you-earn, National Insurance or deductions in respect and (ii) amend DCP II and SERP II to provide for acceleration of the Employees. 8.5 The Seller undertakes payment of benefits thereunder with respect to indemnify and keep employees of the Company who are employed by the Company, Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of their Affiliates after the EmployeesClosing, insofar as and to the extent that permitted by Code section 409A. (c) Notwithstanding any provision of this Agreement to the same was caused by contrary, nothing in this Agreement shall give any act employee of the Company or omission by PRMA (at the Seller prior Convenience Store) the right to continuing employment or alter the at-will employment status of any such employee. (d) On and after the Closing Date. 8.6 All the obligations , (i) Purchaser shall cause all employees of the Seller under Company or in connection PRMA (with respect to the contracts Convenience Store) who are employed by the Purchaser or any of employment of its Affiliates (together, the Employees arising in respect of any event or period “Purchaser Group”) on or prior to after the Closing Date shall be performed and discharged by (the Seller and the Seller shall indemnify the Purchaser from and against any and “Company Employees”) to receive credit for all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection service with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or Company and its Affiliates prior to the Closing Date for which purposes of eligibility for and accrual of vacation and other paid time off and for purposes of eligibility and vesting under any and all employee benefit plans, programs, policies and arrangements sponsored by the Purchaser is liable by reason of and the operation of Purchaser Group (such plans, collectively the Regulations or other measure having “New Plans”) to the force of law; or 8.6.2 (whether or not extent coverage under any such New Plan replaces coverage under a comparable Plan in respect of a period which such Company Employee participates immediately before or after the Closing Date) relate to at any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser time after the Closing Date (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to Company Employees and their covered dependents, Purchaser shall cause all information in his or her possession relating pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for the Business notwithstanding Company Employees and their covered dependents, Purchaser shall cause any term of his or her employment with eligible expenses incurred by such Company Employees and their covered dependents during the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect portion of any plan year of the EmployeesOld Plan which includes a date of participation in the corresponding New Plan begins, insofar to be taken into account under such New Plan for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and their covered dependents for such plan year as and to if such amounts had been paid in accordance with such New Plan during the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1corresponding plan year.

Employees. 8.1 (a) As of the Closing, the US Purchaser shall offer employment to all of the active employees of the US Company. Such active employees of the US Company who accept such offer and commence employment are, as of the time they first perform services for the US Purchaser, referred to herein as the “US Transferred Employees.” Unless otherwise specifically agreed by the US Purchaser, all such offers shall be on an “at will” basis and on such other terms and conditions as the US Purchaser in its discretion shall offer. The US Purchaser shall not be under any obligation to provide US Transferred Employees any specific level of pay, bonuses, credit for years of service or employee benefits. At Closing, the Parties acknowledge agree that the Employees' contracts UK Purchaser will become the employer of employment shall automatically transfer to all of the Purchaser employees of the UK Company pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 19812006 of the United Kingdom (such employees referred to herein as the “UK Transferred Employees” and, together with the US Transferred Employees, the Collective Redundancies “Transferred Employees”). Notwithstanding anything contained herein to the contrary, the Companies shall not hire any employees after the date hereof unless consented to in writing by the Purchasers. (b) Prior to the Closing Date, to the extent permitted by law, the Companies shall (i) provide the Purchasers all information relating to each employee of the Companies as the Purchasers may reasonably request in connection with its potential or actual employment of such Person (including, without limitation, initial employment date, termination dates, reemployment dates, hours of service, compensation, tax withholding history and individual licenses or certifications, in each case, in a form that will be usable by the Purchasers), (ii) permit the Purchasers to conduct interviews with, offer post-Closing employment to, complete employment-related documents regarding and explain the applicable Purchaser’s employment-related rules and benefits to, the employees of the Companies, (iii) otherwise facilitate reasonable access to the employees of the Companies for the Purchasers to have the right to take any of the actions described in this Section 5.7, and (iv) notify the Purchasers of any individual that begins receiving “COBRA” continuation coverage required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or any similar continuation coverage with respect to a Company Benefit Plan. (c) The US Purchaser agrees to provide COBRA continuation coverage pursuant to its group health plan to the employees of the US Company who are offered employment by, and subsequently commence employment with, the US Purchaser, and their qualified beneficiaries, to the extent such employee or his or her qualified beneficiary is entitled to elect COBRA continuation coverage, provided such employee or qualified beneficiary timely elects to receive COBRA continuation coverage, pays the applicable premium and otherwise remains eligible for such coverage. (d) The UK Company and the UK Purchaser will comply with their respective obligations under Regulation 13 of the Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract2006 of the United Kingdom, statute, regulation, directive or otherwiseconcerning the information and consultation rights of employees of the UK Company. 8.4 Beginning (e) If the Closing occurs on or prior to December 31, 2016, the Member shall make a good faith determination of the appropriate calendar year 2016 bonuses for non-audit personnel of the Companies in accordance with applicable law and the Companies’ past practices (the “2016 Discretionary Bonus Determination”) and shall notify the Purchasers in writing of the 2016 Discretionary Bonus Determination no later than January 31, 2017. For purposes hereof, the “Pre-Closing Discretionary Bonus Amount” shall mean an amount equal to (i) the aggregate bonus amount set forth in the 2016 Discretionary Bonus Determination multiplied by (ii) the fraction obtained by dividing (A) the number of calendar days in 2016 ending with the Closing Date, by (B) 366. Within five (5) Business Days after written request from the Purchaser Purchasers, the Member and the Companies shall be responsible for pay to the payment of all wages and salaries due, any related payPurchasers an amount equal to the Pre-as-you-earn, National Insurance or deductions in respect of Closing Discretionary Bonus Amount (together with the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect employer portion of any of payroll, withholding or similar Taxes associated therewith). By no later than March 15, 2017, the EmployeesPurchasers shall pay bonuses to such non-audit personnel for their services in 2016 that equal or exceed, insofar as and in the aggregate, the Pre-Closing Discretionary Bonus Amount (with the Pre-Closing Discretionary Bonus Amount allocated to the extent that applicable employees in accordance with the same was caused by 2016 Discretionary Bonus Determination and any act or omission by excess amount allocated in the Seller prior to Purchasers’ discretion). Notwithstanding the foregoing provisions of this Section 5.7(e), if the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period does not occur on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actionsDecember 31, proceedings2016, coststhen, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which Closing, the Purchaser is liable by reason Companies shall pay calendar year 2016 bonuses to the non-audit personnel of the operation of Companies in accordance with applicable law and the Regulations Companies’ past practices, and the Purchasers shall have no obligation or other measure having the force of law; or 8.6.2 (whether or not liability in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationstherewith. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge (a) As of the Closing Date, the Buyer will offer employment to the Continuing Employees on such terms, at such salary or wage levels, and with such employee benefits as are substantially similar to those provided to similarly situated employees of the Buyer. (b) Following the Closing Date, the Buyer shall cause all applicable employee benefit plans, programs and arrangements of the Buyer to provide that the Employees' contracts a Continuing Employee's period of employment with the Sellers shall automatically transfer be treated as service for Buyer for purposes of eligibility and vesting under Buyer's employee benefit plans, programs and arrangements (the "Buyer Plans") to the Purchaser pursuant extent permitted by law and applicable regulations. The Buyer further agrees to recognize the Transfer of Undertaking (Protection of Employment) Regulations 1981 (vacation and sick leave days accumulated as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; Closing Date by the Continuing Employees during the time they were employed by the Sellers. (c) Buyer shall assume and (ii) no employee become responsible for payment to any Continuing Employee of any severance or other similar compensation and benefits under the MCMS, Inc. Severance Plan which are or may become payable as a result of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep termination of any such Continuing Employee by the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to Buyer following the Closing Date. 8.3 Unless actions for (d) Buyer shall not during the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning 90-day period beginning on the Closing DateDate terminate the employment of Continuing Employees so as to cause any "plant closing" or "mass layoff" (as those terms are defined in the WARN Act) such that the Sellers have any obligation under the WARN Act that the Sellers otherwise would not have had absent such terminations; provided, however, that in the event of any breach by the Buyer of the foregoing, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller Buyer shall indemnify the Purchaser from and against Sellers for any such obligations. (e) Any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order pre-existing condition limitations and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and eligibility waiting periods under any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection Buyer Plan shall be waived with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior respect to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (Continuing Employees and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationstheir eligible dependents. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Purchaser shall make a written offer of employment to each Bank Employee selected by Purchaser to be an employee following the Employees' contracts Closing Date. Each offer of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning effective on the Closing Date, each such offer to include compensation and benefits which are comparable to the compensation and benefits provided by Seller as of immediately prior to the Closing. No later than 30 days following the date of this Agreement, (i) Purchaser shall communicate the offers of employment consistent with the terms of this Section 8.4 to those Bank Employees to whom it determines to extend an offer and (ii) Purchaser shall provide Seller with a written list of those Bank Employees to whom Purchaser will make an offer of employment and Seller, in accordance with Section 8.4(f) hereof, shall take such action as is necessary to terminate the Bank Employees not included on such list or transfer their employment within Seller and its Affiliates, in both cases effective as of the Closing Date. Each Bank Employee who accepts Purchaser’s offer of employment shall be responsible a “Hired Employee” for purposes of this Agreement, effective upon the Closing Date. Each Hired Employee shall be an “at will” employee of Purchaser. Seller shall provide to Purchaser no later than 7 days prior to the Closing Date a list of Bank Employees who Purchaser has not offered employment and who Seller has not transferred to other positions within Seller or Seller’s Affiliates and all such Bank Employees shall be treated hereunder as terminated employees (“Terminated Employees”). Nothing in this Agreement shall give a Bank Employee any rights to claim status as a third party beneficiary of this Agreement. (b) Seller shall use its commercially reasonable efforts to make Bank Employees available to Purchaser, and Seller hereby authorizes Purchaser to enter into discussions with Bank Employees regarding employment with Purchaser after the execution of this Purchase Agreement. Seller and Seller Parent shall not engage in any activity intended to discourage any Bank Employee from accepting an offer of employment from Purchaser. (c) Except as otherwise required by applicable Law to be paid to the Hired Employees as of the Closing Date, on and after the Closing Date and for purposes of eligibility, vesting, and severance benefits under any “employee benefit plan,” as defined in Section 3(3) of ERISA, and any other employee benefit arrangement or payroll practice offered by Purchaser, each Hired Employee shall receive full credit from Purchaser for all prior service properly credited under a comparable plan or arrangement of Seller. Purchaser shall not be required to credit any Hired Employee with prior service for purposes of benefit accrual or contributions under any pension plan, profit sharing plan, savings or 401(k) plan. (d) Effective as of the date they become Hired Employees, each Hired Employee shall cease to be covered by Employee Benefit Plans of Seller and all other benefit and compensation plans of Seller. Seller’s Employee Benefit Plans shall retain responsibility for all Employee Benefit Plan claims incurred by Bank Employees prior to the date they become Hired Employees. The Employee Benefit Plans of Purchaser shall assume responsibility for payment of all wages and salaries dueEmployee Benefit Plan benefit claims for amounts incurred by Hired Employees on or after the Closing Date that are covered by Purchaser’s Employee Benefit Plans. For purposes of this paragraph, any related pay-as-you-earna claim shall be deemed to have been incurred when the medical or other service giving rise to the claim is performed, National Insurance or deductions in respect of except that disability claims shall be deemed to have been incurred on the Employeesdate the Employee becomes disabled. 8.5 The Seller undertakes (e) Purchaser agrees to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and use commercially reasonable efforts to the extent that permitted by its Employee Benefit Plans to (i) provide coverage for Hired Employees under its medical and dental benefit plans, effective on the same was caused by Closing Date, (ii) waive any act or omission preexisting conditions, waiting periods and actively at work requirements under such plans, and (iii) cause such plans to honor any expenses incurred by the Hired Employees and their beneficiaries under similar plans of the Seller during the portion of the calendar year in which the Closing Date occurs for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses. As soon as practicable following the Closing Date, Seller shall provide a schedule of the information reasonably necessary to make such determination which may be conclusively relied upon by Purchaser in performing its obligations under this Section 8.4(e). (f) Terminated Employees who are not officers of Seller will each receive from Seller at or promptly following the Closing Date a severance payment equal to one week of base pay for each full year of service with Seller, as applicable, subject to a minimum of two weeks and a maximum of fifty-two weeks of base pay. Terminated Employees who are officers of Seller will each receive from Seller a severance payment equal to four weeks of base pay for each full year of service with Seller, as applicable, subject to a minimum of four weeks and a maximum of fifty two weeks of base pay. Purchaser agrees to pay and deliver to Seller at Closing the aggregate dollar amount of all severance payments required to be made to Terminated Employees as provided in this Section 8.4(f) (“Terminated Employee Payments”). (g) For a period of 90 days after the Closing Date, Purchaser shall not engage in any conduct which would result in an employment loss or layoff for a sufficient number of employees of Purchaser which, if aggregated with any such conduct on the part of Seller prior to the Closing Date, would trigger the WARN Act. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 Except as Disclosed on Schedule 3.26 of the Seller Disclosure Schedule: (a) The Parties acknowledge that following terms and conditions of employment of all the Employees' Employees have been disclosed in writing to Buyers, details of: name, role, age, all remuneration, emoluments, incentives and benefits (including underlying policy documents and any employee benefit plans), termination provisions, length of notice, hours and location of work (including jurisdiction), length of service any change of control provisions of each Employee and details of any payments or benefits to any Employee in connection with the Closing. (b) Copies of all template contracts of employment, staff handbooks, policies and procedures applicable to the Employees are attached to the Seller Disclosure Schedule, together with details of any material variations from the terms of the template contracts. (c) Copies of the contracts of employment shall automatically transfer (including details of any and all variations of current remuneration and benefits) of the Key Employees of any member of the Target Group have been disclosed in writing to Buyers. (d) No Employee has given or been given notice of termination of his employment which remains outstanding at the Purchaser pursuant to the Transfer date of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) this Agreement and no former employee of the Purchaser has an employment agreement; and (ii) no employee any member of the Seller shall Target Group has ceased to be granted an employment agreementEmployee within the last six months. 8.2 The Purchaser shall be responsible for (e) There is no agreement, arrangement or practice imposing an obligation on any member of the Target Group to change emoluments or any other terms of employment at any future date. (f) Each member of the Target Group has complied in all material respects with all Applicable Law (including but not limited to immigration laws) and undertakes all terms of employment contracts in relation to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements or in connection with each of the Employees which have accrued prior to or any former employees of the Closing Date. 8.3 Unless actions for Target Group whose employment has ceased within the claim(s) arise before the Closing Datelast six months, the Purchaser shall have no recourse against the Seller including in respect of any claim made by collective agreements in respect of employee representative bodies and no sums are outstanding in respect of any Employee or former employee of any member of the Target Group up to the Closing except for salaries and expenses for the month during which Closing occurs, which Seller shall be liable to pay in the ordinary course (subject to being properly accrued and apportioned in respect of the period before and after Closing). (g) There are no agreements or other arrangements between any member of the Target Group and any trade union, work councils (domestic or European) or other representative body in relation to the Employees whether by virtue of any member of the assumption Target Group and there are no actual or, to the knowledge of Seller, potential disputes or any on-going negotiations with any such body. There are no collective agreements applicable to the Employees. (h) There are no existing claims or actual or, to the knowledge of Seller, threatened litigation against any member of the Target Group by or in respect of any Employee or individual engaged to provide services to any member of the Target Group or former employee of, or individual engaged to provide services to, any member of the Target Group in respect of his employment or engagement, or the termination of his employment or engagement or the provision of any benefits, or any disputes or industrial action for the purposes of collective industrial relations, and no such dispute has arisen or industrial action taken place within the last two years. (i) There are no disciplinary or grievance proceedings in relation to any Employee or former employee of any member of the Target Group currently contemplated, anticipated or, to the knowledge of Seller, threatened or in the course of being followed by a member of the Target Group or which are the subject of appeal. (j) No member of the Target Group has entered into and there is not in effect any contract of employment with any Employee which contains a notice period of more than six months or which entitles the Employee to compensation exceeding the value of six months’ remuneration if terminated without notice. (k) No member of the Target Group has any agreement, arrangement or practice for the making of payments or the provision of benefits to any Employee on redundancy, severance, or other termination of employment of any Employee (other than the statutory minimum required by Applicable Law). (l) Details of all consultants, individual contractors, agency workers and any other persons engaged by any member of the Target Group and all terms and conditions applicable to their engagement have been disclosed in writing to Buyers and all members of the Target Group have complied in all material respects with all Applicable Law in relation to such persons. There are no secondment arrangements in place with any member of the Target Group involving companies which are not members of the Target Group. (m) The Transfer of Undertakings (Protection of Employment) Regulations 19812006 (“TUPE”) or any local equivalent legislation, has not applied in relation to any Employees or former employees of any member of the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseTarget Group in the last two years. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible (n) Complete and accurate details of any arrangements for the payment provision of all wages and salaries duemedical, any related pay-as-you-earnsickness, National Insurance permanent health or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from similar coverage for or in respect of any Employees have been provided to Buyers, together with details of any former employees or officers of any member of the EmployeesTarget Group who are still claiming under any such insurance policies applicable during their employment with the relevant member of the Target Group, insofar as including complete and accurate details of those insurance policies to the extent that the same was caused by any act or omission by the Seller prior not already provided to the Closing DateBuyers. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 Not less than two (as amended2) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued Business Days prior to the Closing Transition Services Payroll End Date, the Buyer (or one of its Affiliates, such applicable entity, the “Employer”) shall offer at-will employment to those employees listed on Schedule 6.3 (collectively, the “Offered Employees”), subject to such employee’s continued employment through the Transition Services Payroll End Date, following consultation with and recommendations made by CGI. CGI shall permit the Buyer to extend those offers in the Buyer’s customary form (provided, however, that such offers to Wxxxxxx Finger and Mxxxxxx XxXxxxxxx shall instead be in substantially the form of the employment agreement attached hereto as Exhibit L) and shall reasonably cooperate with the Buyer to deliver the documents associated with their hiring (“New Hire Documents”) not less than two (2) Business Days prior to the Transition Services Payroll End Date, such New Hire Documents to be effective immediately after the Transition Services Payroll End Date. The Offered Employees who accept employment with the Employer and execute and deliver their New Hire Documents shall be referred to herein as “Transferred Employees.” The Offered Employees who are not offered employment with or who do not accept employment with, or who do not execute and deliver their New Hire Documents to, the Employer shall be referred to herein as “Non-Transferred Employees.” Any Offered Employee who accepts employment with the Employer shall be deemed to have voluntarily resigned from employment with CGI, effective on the Transition Services Payroll End Date. 8.3 Unless actions for (b) During the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning period commencing on the Closing Date, Date and ending on the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Transition Services Payroll End Date (the “Employee LiabilitiesTransition Period”), arise on Buyer shall, or after shall cause an Affiliate of Buyer to, pay CGI for all premiums, fees and costs related to compensation and benefits provided to BP Employees during the Closing DateTransition Period in accordance with the Transition Services Agreement. (c) The Parties acknowledge and agree that, during the Employee Liabilities shall be subject Transition Period, Buyer and its Affiliates may engage either or both of Jxx Xxxxxxx and Gxxxx Xxxxx in a consulting capacity, notwithstanding their employment with CGI and its Affiliates during such Transition Period, pursuant to a consulting agreement in substantially the Offset defined in Section 3.1.form attached hereto as Exhibit M.

Employees. 8.1 The Parties acknowledge that If the Employees' contracts closing occurs, the Purchaser shall be free to hire such persons, whether or not employees of the Seller or the Business, on such terms and conditions of employment shall automatically transfer to as the Purchaser pursuant to shall determine in the Transfer exercise of Undertaking (Protection of Employment) Regulations 1981 (as amended) (its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the “Regulations”). Additionallyparties hereto, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no including, without limitation, any employee of the Seller shall be granted an or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to such Person's employment agreement. 8.2 The by the Purchaser shall be responsible for governed solely by applicable employment policies and undertakes employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to indemnify the Purchaser a true and keep the Seller indemnified from complete list (including names, titles, job descriptions, compensation, date of hire, and against full vs. part-time status) of all accrued holiday pay entitlements and accrued holiday entitlements employees of the Employees which have accrued Business on the effective date specified in such notice. At least seven (7) days prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller in respect of any claim made by shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or in relation to the Employees whether by virtue accrued for all employees of the assumption of Undertakings (Protection of Employment) Regulations 1981Business through the Closing. In particular, Seller shall provide and continue to provide all continuation coverage under its group health plans required by ERISA, the Collective Redundancies Code and Transfer of Undertakings applicable Law for (Protection of Employmenti) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller's employees who terminate employment with Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to before the Closing Date shall be performed and discharged by the (ii) Seller's employees who terminate employment with Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether as of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which and whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be the Purchaser is liable by reason responsibility of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate not have any liability with respect to such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made claims or contemplated by the Regulationsliabilities. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) Commencing on the date hereof, each Member hereby agrees to make certain Persons available to perform services and work for the Company as and when requested by the Members Committee and approved by such Member. The Parties acknowledge that relevant Member shall xxxx the EmployeesCompany at their employees' contracts of employment shall automatically transfer normal billing rates. Market-based consultant billing rates will be established for any salaried employee providing services to the Purchaser pursuant Company. Members are encouraged to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallyenter into fixed price, fixed time line contracts when appropriate, the Seller acknowledges that details of which are more fully discussed in the Services Agreements. Should the Company not pay said sum, or any part thereof, within 30 calendar days from the date of the monthly invoice (i) no employee of interest at the Purchaser has an employment agreement; Interest Rate shall be additionally due and owing on the unpaid balance, from the date past due and (ii) the Member to which such sum is owed shall, effective 30 days following the delivery of written notice to the Company, have no employee of further obligation pursuant to this Section 12.01 to make available to the Seller Company any Persons until such unpaid balance plus all accrued interest shall have been paid; provided, that no Member shall be granted an employment agreement. 8.2 relieved of any of its obligations 41 pursuant to this Section 12.01 to make available any Persons if, following the delivery of written notice pursuant to this clause (ii) but prior to 30 days following such delivery, the Company shall deliver to the relevant Member written notice setting forth in reasonable detail why the Company in good faith believes no unpaid amount is owed pursuant to this Section 12.01. The Purchaser Company shall notify the relevant Member of any billing items in question. Such Member will research the items in question and resolve any differences with the Company. In the event any amount that was paid by the Company was not properly owed, then within 30 days after the delivery of such notice, the Company shall be responsible for and undertakes to indemnify and keep reimbursed that amount with interest at the Seller indemnified Interest Rate from and against all accrued holiday pay entitlements and accrued holiday entitlements the date the original payment was received until the adjustment was refunded. Upon the termination of this Agreement, each Member will xxxx the Employees which have accrued prior to the Closing Date. 8.3 Unless actions Company for the claim(s) arise before actual costs incurred since the Closing Date, last billing under the Purchaser normal terms and conditions mentioned above. Each Member shall have no recourse against the Seller same audit rights in respect of any claim made by compensation due pursuant to this Section 12.01 as they have pursuant to Section 4.02(e). (b) In the event the Members Committee hires employees to work directly for the Company, or in relation determines to the Employees whether by virtue have certain employees of a Member become employees of the assumption Company rather than provide services on a dedicated basis, it shall determine whether to establish welfare and benefit plans for the Company and provide payroll services directly or contract with one or more of Undertakings the Members to provide such benefits and services. In the event the Members Committee elects to contract with a Member for such benefits and services, such contract shall be on the terms set forth in paragraph (Protection of Employmenta) Regulations 1981above, except as otherwise provided in any Management Services Agreement between the Collective Redundancies Company and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisesuch Member. 8.4 Beginning on (c) Each Member (and former Member) agrees that from and after the Closing Datedate hereof, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect duration of the Employees. 8.5 The Seller undertakes to indemnify Company and keep for a period of two (2) years after the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any dissolution of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before Company or after the Closing Date) relate to any contract of date the Member transferred its Membership Units, it shall not solicit the employment of any employee of the Seller or any other person (other than any of the Employees) other Members unless such Member consents thereto in respect advance, provided that a general advertisement in the public media shall not constitute a violation of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationssection. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Buyer shall offer employment, effective as of the Closing, to all of the Seller’s employees (other than Excluded Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “RegulationsBusiness Employees”). Additionally, the Seller acknowledges that (i) no Each Business Employee will resign as an employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date becoming a Hired Employee. Such offers shall be performed at a salary that is no less than the salary (which shall include base salary and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday paycommissions) which: 8.6.1 relate to or arise out of or in connection each such Business Employee has with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date and shall include bonus opportunity and fringe benefits and shall otherwise be on substantially similar terms and conditions offered to similarly situated employees of the Buyer. Each such offer shall include an acknowledgement by the Business Employee that he or she has resigned employment with Seller effective upon becoming an employee of Buyer. All individuals who accept employment with the Buyer will become employees of the Buyer effective as of the Closing Date (the each a “Employee LiabilitiesHired Employee”), arise other than any employees who cannot be hired as of the Closing Date pending transfer of authority to hire under the immigration Laws. (b) Seller hereby consents to the hiring of each Hired Employee by Buyer and waives, with respect to the employment by Buyer of such employees, any claims or rights Seller may have against Buyer or any such employee under any non-competition, confidentiality or employment agreement. Without limiting the foregoing, any Seller Employee Indebtedness (including any severance and other payments and obligations on employment termination with respect to Business Employees (as they leave Seller’s employ or after if they decline employment with Buyer) will be the sole responsibility of Seller. (c) Buyer will give each Hired Employee full credit for (i) past service with the Seller for the purpose of eligibility and vesting (and, solely for purposes of vacation benefits, benefit accrual rates) in Buyer’s Employee Benefit Plans and (ii) any accrued and unused vacation time to which each Hired Employee was entitled under the Seller’s Employee Benefits Plans as of the Closing Date. To the extent permitted under the terms of Buyer’s employee benefits plans, Buyer will use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods (to the extent that such waiting periods would be applicable, taking into account service with Seller) under any group health, dental, or vision plans of Buyer to be waived with respect to Hired Employees and their eligible dependents. (d) This Section 4.9 is included for the sole benefit of the Parties and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any employee of Seller or any Hired Employee, who is not a Party to this Agreement. Nothing contained in this Agreement (express or implied) (i) is intended to create or amend, or to require Buyer to establish or maintain, any employee benefit plan or arrangement or (ii) is intended to confer upon any individual any right to employment for any period of time, or any right to a particular term or condition of employment. No current or former employee of Seller or any Hired Employee, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim against Buyer or any of its Affiliates under this Section 4.9. (e) With respect to employment Tax matters (i) Buyer shall assume Seller’s entire obligation to prepare, file, and furnish IRS Form W-2s with respect to the Hired Employees for the year including the Closing Date, provided that Seller shall have timely provided such information as may be necessary or that Buyer may otherwise reasonably request in order for Buyer to discharge such obligation; (ii) Seller and Buyer shall agree to elect the “predecessor-successor” basis for filing IRS Form W-2s with respect to each Hired Employee Liabilities shall be subject pursuant to the Offset defined alternative procedure prescribed by Section 5 of Revenue Procedure 2004-53, 34 I.R.B 320; and (iii) Seller and Buyer shall work in Section 3.1good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all the Hired Employees in all appropriate jurisdictions.

Employees. 8.1 (a) The Parties acknowledge Seller must use reasonable endeavours to procure that Pre-Completion Transferring Employees become employed by a Target Entity before Completion. If Pre-Completion Transferring Employees do not become employed by a Target Entity before Completion, liability for any such employees will remain with the Seller. (b) The Seller and the Buyer must work cooperatively to enable offers of employment to be made to the Transferring Employees by a Target Entity (on behalf of the Buyer) or by an alternative entity identified by the Buyer, as soon as possible after the date of this agreement (but in no event later than 21 days prior to Completion): (1) for a position that is at least comparable or substantially similar to the existing position of the Transferring Employee commencing on Completion; (2) on terms and conditions of employment (including superannuation and incentives) that are substantially similar to, and, considered on an overall basis, no less favourable than the existing terms and conditions of employment of the Transferring Employee; and (3) that states, and ensures that any contract arising from acceptance of the offer provides, that: (A) the offer is conditional on Completion and on the resignation of the Transferring Employee from his or her existing position with WRL or the Seller (as applicable); (B) employment commences on Completion; and (C) the prior service of the Transferring Employee with any Target Entity or Seller Group Member will be recognised for the purposes of all service related entitlements, including the Leave Benefits to be paid or provided and any redundancy payment that may be made after Completion, (D) the Transferring Employee must inform the Seller of his or her acceptance within 14 days after the date of the offer and that the Employees' contracts offer will lapse if it has not been accepted by the Transferring Employee by the end of such 14 day period; and (E) the offer is conditional on the Transferring Employee remaining an employee of WRL or the Seller, and no notice of termination of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions having been given in respect of the Employees. 8.5 The Seller undertakes Transferring Employee’s employment (other than pursuant to indemnify and keep the Purchaser indemnified from and against all liabilitiesthis agreement), obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller immediately prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed Completion. and discharged by the Seller and the Buyer must each use reasonable endeavours to encourage the Transferring Employees to accept the offers of employment referred to in this clause 7.2(a) and (b). (c) The Seller shall indemnify must inform the Purchaser from Buyer of which Transferring Employees have accepted the offer referred to in clause 7.2(b) within 17 days after the date of the offer. (d) The Seller agrees to pay to, or in respect of, each Pre-Completion Transferring Employee and against any to, or in respect of, each Transferring Employee who accepts employment with a Target Entity in accordance with clause 7.2(b): (1) all amounts to which that employee is entitled including wages, salary, allowances, superannuation contributions and all actions, proceedings, costs, claims, expenses, demands, damages, awards commissions accrued or arising up to and including the day of Completion (whether of compensation arising by law or otherwise), fines, penalties, judgements, order and liabilities whatsoever under any agreement or instrument) in relation to their employment before Completion; and (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay2) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date extent it has not already done so, all bonus payments which have fallen due for which payment before the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Completion Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and , but nothing in this connection the Purchaser shall terminate such contacts of employment promptly clause places any obligation on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made make, or contemplated by to procure the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each making of, any payment of the Employees to disclose to the Purchaser after the Closing Date all information in his Employee Entitlements of any Pre- Completion Transferring Employee or her possession relating to the Business notwithstanding any term of his or her Transferring Employee who commences employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller such Target Entity prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1as of Completion.

Employees. 8.1 The Parties acknowledge that (a) All personnel employed at the Employees' contracts of employment shall automatically transfer to Property, including the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller General Manager and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether corporate staff of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date Owner engaged for which the Purchaser is liable by reason of the operation of the Regulations Property (collectively, “Employees”), shall at all times be the employees of Owner, and all costs of every kind and nature arising out of the employer-employee relationship (including costs incurred in connection with governmental laws and regulations and insurance rules), shall be a direct expense of the Property or equitably allocated to the Property, as applicable. The salary (including any bonuses) and employee benefits (including costs of attendance at required Manager training and other measure having meetings) of the force of law; or 8.6.2 (Employees shall be reimbursed to Manager by Owner, whether the claim or not in respect of a period before amount for which such reimbursement is sought arises during or after the Closing Date) relate Term. Subject to any contract of employment of any employee of the Seller or any other person (other than any of Approved Annual Plan and Operating Budget and the Employees) in respect of which the Purchaser is liable limitations on Manager’s authority as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and set forth in this connection Section 12.1(a) and Sections 2.1, 2.3, 12.1(b) and 12.2, Manager shall have absolute discretion to recruit, hire, promote, supervise, direct, train and terminate all Employees, to fix their compensation, fringe benefits, pension, retirement, bonus and employee benefits plans and collective bargaining agreements, and, generally, to establish and maintain all policies relating to employment. The general hiring policies and the Purchaser discharge of employees at the Property shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller in all material respects comply with all “Equal Employment Opportunity” laws and regulations, and Manager shall take (or cause to be taken) all reasonably necessary actions to comply with its obligations made all applicable Legal Requirements with respect to the recruiting, hiring, promoting, training, supervising and terminating Employees on behalf of Owner. Owner may consult, advise or contemplated by communicate with Manager or the RegulationsGeneral Manager and or Executive Employees regarding Employees or problems related to Employees at any time, but Owner shall not interfere with or give orders or instructions to any Employees. 8.7 The Seller undertakes (b) Manager shall be required to authorise obtain Owner’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) with respect to the hiring, terminating, and hereby authorises each replacement of the Employees to disclose to General Manager for both the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims hotel and demands arising from or in respect of any casino components of the Property, as applicable, and all other Executive Employees. Prior to appointing any General Manager or Executive Employee, insofar as Manager shall inform Owner of its recommended candidate for any prospective General Manager or Executive Employee position and provide Owner with a written summary of such individual’s professional experience and qualifications and shall offer Owner the opportunity to interview the extent candidate at the Property or another mutually acceptable location. In the event Owner fails to approve or disapprove any such candidate within fifteen (15) days after Owner’s receipt of a resume or written summary of such individual’s professional experience and qualifications and opportunity to interview such individual, Manager shall resubmit the written summary for the proposed candidate along with a notice stating in bold block letters that “THIS IS A SECOND SUBMITTAL, FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN THE DEEMED REJECTION BY OWNER OF THE PROPOSED EXECUTIVE EMPLOYEE CANDIDATE,” provided that if Owner fails to approve or disapprove such candidate within such five (5) Business Days after Owner’s receipt of the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”)second submittal, arise on or after the Closing Date, the Employee Liabilities Owner shall be subject to the Offset defined in Section 3.1.be

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 As soon as practicable but in no event later than seven (as amended7) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued days prior to the Closing Date. 8.3 Unless actions for , the claim(s) arise before Univision Parties shall identify in writing those Station Employees to whom the Univision Parties, in their sole discretion, shall offer employment effective as of the Closing Date. The Univision Parties, in their sole discretion, shall set the initial terms and conditions upon which they may offer employment to such Stations Employees, so long as the terms and conditions of offers to be made to such Station Employees are substantially consistent with terms and conditions applicable to similarly-situated Univision employees (considering, among other things, the relevant position, seniority, term of service and location). The Entravision Parties and their Affiliates shall release from employment, effective no later than the Closing Date, each such Station Employee who accepts such offer of employment (each, a “Transferred Employee”) and shall not enforce against any such Transferred Employee any non-compete or similar contractual obligations, or otherwise assert with respect to any such Transferred Employee claims, that would otherwise prohibit or place conditions on such Transferred Employee’s employment. The Entravision Parties shall use their commercially reasonable efforts to assist the Purchaser Univision Parties in hiring such Station Employees to whom the Univision Parties extend offers of employment. (b) In no event shall the Univision Parties have no recourse against the Seller in respect of any claim made by or in relation Liability to the Employees Entravision Parties or any former employee of an Entravision Party with respect to such employee’s former employment or the termination thereof, including with respect to accrued vacation or severance, and whether by virtue or not arising under Law or otherwise, and the Entravision Parties shall indemnify, defend and hold harmless the Univision Parties with respect thereto. Without limiting the generality of the assumption of Undertakings (Protection of Employment) Regulations 1981foregoing, the Collective Redundancies and Transfer Univision Parties shall credit periods of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on service with the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller Entravision Parties prior to the Closing Date. 8.6 All the obligations only for purposes of the Seller determining eligibility, vesting and benefit entitlement under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed all compensation and discharged benefit plans, programs and policies maintained by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or Univision Parties after the Closing Date) relate to any contract Closing, but without duplication of employment of any employee of the Seller or any other person (benefits previously provided, and other than for purposes of determining benefits under any of defined benefit pension plan. The Entravision Parties will supply the Employees) in respect of which Univision Parties with such information regarding each Transferred Employee as may be reasonably necessary to carry out the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationsundertakings contained herein. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge 15.1 In relation to those Employee Payments which become due and payable at any time as a direct result of consummation of the Transaction, the Sellers shall pay to the Purchasers and the Purchasers shall procure that the Employees' contracts relevant Group Companies are put in sufficient funds (including amounts in respect of employment employer’s national insurance or similar contributions) so as to allow such Group Companies to satisfy their obligations in full in respect thereof and the Purchasers undertake that they shall automatically transfer procure that the relevant Group Companies shall satisfy their respective obligations with respect to the Purchaser Employee Payments in accordance with the terms thereof. 15.2 If the payment of the Employee Payments by a Group Company and any employer’s National Insurance Contributions payable in respect of such Employee Payments gives rise to a Relief which is attributable to such payments by a Group Company and would not otherwise have arisen and such Relief is used or set off against any liability of a Group Company to make an actual payment of Tax, the Purchasers shall pay to the Sellers an amount equal to the Tax which would otherwise have been paid by the Group Companies but for the use or set off of such Relief. The due date for payment by the Purchasers to the Sellers under this clause 15.2 shall be the date falling ten (10) Business Days after the last date on which a Group Company would have been due to make an actual payment of the Tax which would have been payable but for the use or set-off of the Relief, without incurring a liability to interest or penalties in respect of such Tax. If the Purchasers have made a payment to the Seller pursuant to this clause 15.2 but it subsequently transpires that all or part of such payment should not have been paid (whether or not by reference to facts that were known to the Transfer Purchasers or the employing company at that time) as a consequence of Undertaking (Protection a disallowance of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallya Relief arising in respect of an Employee Payment and any associated employer’s National Insurance Contributions, the Seller acknowledges Sellers shall as soon as is reasonably practical repay to the Purchasers an amount equal to the amount that should not have been paid and such payment shall be treated as a further adjustment to the Consideration. 15.3 Without liability to the Sellers, the Purchasers confirm that it is their present intention to treat all Sale Business Employees fairly (and not prejudicially as compared to an employee of equivalent office or level of seniority within the Purchasers’ Group): (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall credit to be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions given to such employees in respect of the Employees. 8.5 The Seller undertakes their period of service both prior to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as following Completion if and to the extent that any such employee becomes a participant in any employee benefit plan, practice or policy of the same was caused by any act or omission by the Seller prior Purchasers’ Group; and (ii) in relation to the Closing Date. 8.6 All the obligations value of the Seller under or in connection with the contracts their aggregate package of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed emoluments taken as whole (salary, bonus and discharged by the Seller incentive opportunities and the Seller shall indemnify the Purchaser from benefit plans (including restricted cash and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwiseother long term incentive awards), fines, penalties, judgements, order programs and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the samearrangements); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) The Parties parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions date hereof, Buyer has notified Seller that Buyer may desire to enter into arrangements for the claim(semployment by Buyer of (or other association of Buyer with) arise before one or more of the Closing Datefollowing individuals: Cxxxxxx Xxxxxxx, Sxxxxx Xxxxx, Dxxxxx Xxxxxxx, Rxxxxxx XxXxxx, Dxxxxx Xxxxxx, Txxxxx Xxxxxxx, Wxxxx Xxxxx and Jxxxx Xxxxxx, as such Employees of Seller may be potentially relevant to Buyer's business, and Buyer agrees to notify Seller prior to extending any offer of employment or other association to any of the Purchaser shall have no recourse against the aforementioned individuals or to any other present or future Employee of Seller, provided, that any such offer to then-current employees of Seller in respect of any claim made by or in relation prior to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Second Closing Date, the Purchaser Date shall be responsible for made only with the payment prior written consent of all wages and salaries dueSeller. Seller agrees to notify Buyer prior to terminating, laying off or otherwise taking any related pay-as-you-earn, National Insurance or deductions in respect of action directly affecting the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect employment status of any of the aforementioned Seller's Employees. Buyer may, insofar but shall not be obligated pursuant to this Agreement or for any other reason to, offer full or part-time employment or other association (i.e., consulting) after the First Closing Date to any of the aforementioned individuals or to any other present or future Employees of Seller on such terms and conditions as and Buyer, in its sole discretion, may determine, subject however, to the extent that preceding sentence. Buyer may communicate with the same was caused by any act present employees or omission by the agents of Seller prior to the Closing Date. 8.6 All the obligations upon reasonable prior notice to Seller. Seller shall not directly or indirectly induce, suggest or recommend to Employees of the Seller under that they reject offers of employment or other association with Buyer. Seller shall cooperate with Buyer in all reasonable respects in connection with the contracts any offers of employment of the Employees arising in respect of or other association that Buyer may make to Seller's employees and to transition any event or period on or prior such employees from Seller's employment to possible association with Buyer. Seller shall also cooperate with Buyer, to the extent reasonably consistent with Seller's operational requirements, between the First Closing Date shall be performed and discharged by the Seller and the Second Closing Date, to make available to Buyer Seller's employees whose services are reasonably required by Buyer. In any such case, Buyer shall reimburse Seller shall indemnify on the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Second Closing Date for which the Purchaser is liable by reason a portion of the operation direct employee-related costs incurred by Seller for any such employees on an hourly or per diem basis for service committed to or utilized exclusively by Buyer. "Direct employee-related costs" means, and shall be limited to, direct wages, payroll taxes, insurance benefits and travel expenses directly related to Buyer's business, provided, however, that Buyer's obligation to reimburse Seller for the cost of Employee insurance benefits shall in no event exceed $300 per full calendar month per Employee. (b) Seller hereby agrees that it will not, without the Regulations prior written consent of Buyer, notify, promise, represent, advise, state or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate otherwise communicate to any contract of employment of any employee of the Seller that Buyer will be hiring any or all such employees or make any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts offer of employment promptly or other association on becoming aware behalf of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsBuyer. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer employees pertaining to the Purchaser pursuant Business are exclusively those listed in Exhibit E and they are entitled to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (levels, salaries and seniorities specified therein. All Transferred Personnel are regularly recorded in the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; appropriate books and (ii) no employee records of the Seller shall together with the aggregate compensation payable to each of them, all in accordance with applicable laws. No employees in addition to those listed in the above Exhibit E are entitled to be granted an employment agreement. 8.2 transferred to the Buyer in accordance with Article 2112 of the Italian Civil Code. The Purchaser shall be responsible for Seller has duly complied with the national collective labour contracts applicable to the specific field of activity of the Business as well as with any other current regulations. Exhibit K sets forth a complete and undertakes accurate list of all of the collective rules applicable to indemnify and keep the Transferred Personnel as of the date hereof (the "Collective Rules"). As of the Closing Date the Seller indemnified from will have duly and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior fully paid to the Closing Date. 8.3 Unless actions Transferred Personnel all salaries, inclusive of all items and amounts due, and will file all declarations and make all payments and allocations and other payments in general provided for by the laws, the Collective Rules and Labour Contracts including, by way of example but not limited to, all payments due to social security, pension, insurance and other labour charges (exception made for the claim(sseverance indemnity i.e. the "trattamento di fine rapporto", which has been duly allocated) arise before the Closing Datedue under such laws, the Purchaser shall Collective Rules or Labour Contracts. All Collective Rules and Labour Contracts have no recourse against been managed and implemented by the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of accordance with their respective terms. No proceeding with any of the EmployeesTransferred Personnel in connection with, insofar as and or under, any of the Collective Rules, laws or any Labour Contract or otherwise is pending and, to the extent that best knowledge of the same was caused Seller, no such proceeding is threatened and no claim therefore exists. Since October 1, 2001 there have been no proceedings against (or threatened against) the Seller by any act or omission by of the Seller prior Transferred Personnel. As at the date hereof, is not pending or, to the Closing Date. 8.6 All the obligations best knowledge of the Seller under or in connection with the contracts of employment of the Employees arising in respect of Seller, threatened, any event or period on or prior to the Closing Date shall be performed and discharged by labour dispute between the Seller and the Seller shall indemnify the Purchaser from and against any and all actionslabour organization, proceedingsor any strike, costsslowdown, claimsjurisdictional dispute, expenses, demands, damages, awards (whether of compensation work stoppage or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of other similar organized labour activity involving any of the Employees or any other employee by Transferred Personnel which may affect the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsBusiness. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Buyer may interview all Active Employees and Sellers will provide Buyer with full access upon reasonable notice to all premises, properties and personnel of Sellers for the Employees' contracts purpose of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible preparing for and undertakes conducting employment interviews with Active Employees. Seller Parties will coordinate with Buyer any communications to indemnify and keep Active Employees regarding the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued transactions contemplated by this Agreement. As soon as reasonably practicable, but not later than fifteen (15) calendar days prior to the Closing Date, Buyer will deliver to Sellers a list of Active Employees to whom Buyer or one of its Affiliates intends to make an offer of employment for employment to commence after the Closing. Buyer agrees to extend offers of employment to all Active Employees located at Sellers’ centers, regional directors (“RDOs”), and district store managers (“DSMs”) (other than any such employees who have been previously employed and terminated for cause by Parent or its Affiliates), but is not obligated and does not hereby contract to make any offers of employment to any other Employees. Sellers agree to not terminate or provide notice of termination (except as required by applicable Law) to any Active Employee prior to the Closing or any Active Employee not hired by Buyer before the expiration of the term, if any, applicable to such Employee as specified in the Transitional Services Agreement, except for terminations for cause or as consented to in writing by Buyer. Buyer shall not be liable for severance obligations of any Seller Party with respect to any Employee. For purposes of this Agreement, all Active Employees as of the Closing who accept employment with Buyer shall be referred to herein as “Hired Employees.” Parent agrees to promptly reimburse Buyer for all severance costs incurred by Buyer for all Hired Employees that are RDOs or DSMs that Buyer terminates within 90 days of Closing; provided that Parent shall only be responsible to reimburse Buyer up to the amount of severance costs to which such employee would have been entitled pursuant to Sellers’ severance practices has such employee been continuously employee by the Sellers through the date of termination. 8.3 Unless actions (b) Except as set forth in subsection (a) of this Section, Buyer does not intend to enter into any employment relationships with any other Employees. Buyer’s expressed intention set forth in subsection (a) of this Section will not constitute any commitment or contract by Buyer to enter into any employment relationship for any term or duration or upon any terms or conditions other than those that the claim(s) arise before the Closing Date, the Purchaser shall have Buyer may establish with such Employees pursuant to individual offers of employment. Employment offered by Buyer will be “at will” and may be terminated by Buyer or by an Employee at any time for any reason or for no recourse against the Seller in respect of reason (subject to any claim made by or in relation written commitments to the Employees whether by virtue contrary made between Buyer and an Employee and any requirements of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseLaw). 8.4 Beginning on the Closing Date, the Purchaser shall (c) Each Seller will be responsible for (i) the payment of all wages and salaries dueother remuneration due to Employees with respect to their services as Employees of such Seller, any related including but not limited to bonus payments, pro rata bonus payments, disability pay-as-you-earn, National Insurance or deductions overtime pay, severance and separation pay, change in respect of the Employees. 8.5 The Seller undertakes to indemnify control pay, and keep the Purchaser indemnified from all vacation pay and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller other paid time off pay earned prior to the Closing Date. 8.6 All , (ii) the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect payment of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of deferred compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or similar benefits that arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 transactions contemplated hereby, (iii) as required by applicable Law, the provision of health plan continuation coverage in accordance with the requirements of COBRA and ERISA §§ 601 through 608 for any Employees who lose coverage under Seller’s Benefit Plans that are group health plans subject to COBRA due to their termination of employment from Seller as a result of the Council transactions contemplated hereby, whether or not they become Hired Employees, and (iv) any claims made or incurred by Employees and their beneficiaries under any of European Communities or the termination such Seller’s Benefit Plans. (d) Buyer agrees that, as of its hiring of any Hired Employee, it will count the service with the Sellers of such contract (and in this connection Hired Employee to the Purchaser shall terminate such contacts of employment promptly on becoming aware full extent credited by Sellers as of the sameClosing (including service with predecessor entities); or, for purposes of determining each such Hired Employee’s eligibility to participate in and eligibility for benefits under (including, but not limited to, vesting, eligibility for optional forms and benefits and accrual rates) Buyer’s benefit plans, programs, arrangements and policies in which such Hired Employee is eligible to participate. In addition, Buyer agrees to recognize the service of each such Hired Employee with the Sellers for purposes of determining the amount of vacation and other paid time off to which such Hired Employee will be entitled to earn under Buyer’s vacation and other paid time off policies. 8.6.3 arise from (e) Hired Employees shall be eligible to enroll in Buyer’s welfare plans without (i) any failure by waiting periods, (ii) any evidence of insurability, (iii) application of any pre-existing physical and mental conditions or restrictions or (iv) deductibles or out-of-pocket maximums, except to the extent such waiting periods, evidence of insurability, pre-existing physical or mental condition restrictions or deductibles or out-of-pocket maximums would have applied under the Sellers’ corresponding welfare plans for the year that includes the Closing. Each such Hired Employee will be given credit under Buyer’s welfare plans, including spending accounts, for all amounts such Hired Employee paid, contributed or incurred for the calendar year that includes the Closing for purposes of satisfying any deductible, co-insurance, or maximum out-of-pocket requirements and for determining any remaining credits, spending account balances or reimbursements available under Buyer’s similar plans. (f) Each Seller will continue to be responsible for the disability income benefits and other applicable benefits payable to inactive Employees of such Seller who are not actively employed on the Closing Date due to short-term disability or other illness or injury. (g) With respect to Hired Employees, the Seller shall promptly provide Buyer with all payroll, withholding or other information as necessary to complete Forms W-2 and W-3 in accordance with the “alternate procedure” described in Revenue Procedure 2004-53, and the Seller will promptly provide Buyer with all current Forms W-4 and W-5 and otherwise cooperate with Buyer in complying with the alternative procedure. (h) Each Seller Party shall provide any and all notices required under the WARN Act, and take all other actions necessary to comply with its obligations made or the WARN Act, as a result of the transactions contemplated by the Regulationsthis Agreement, including but not limited to WARN Act obligations that may arise as a result of an insufficient number of Employees receiving offers of employment from Buyer. 8.7 The (i) Effective as of the Closing, each Seller undertakes to authorise Party on behalf of itself and hereby authorises each of its Affiliates, releases and discharges each Hired Employee from any and all non-solicitation, non-competition, or similar restrictive covenants or agreements for the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect benefit of any Seller Party or any Affiliate of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1Party.

Employees. 8.1 Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Parties acknowledge Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' contracts of employment shall automatically transfer time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to the Purchaser pursuant be reimbursed by Buyer to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) Seller at Closing or termination (the “Regulations”"Employee Reimbursements")). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible cooperate with Buyer to make such Employees available for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued such training prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee To the extent Agent deems necessary for the conduct of the Purchaser Management Activities, Agent shall hire personnel who, in each instance, shall be employees of Agent; provided, however, that Agent shall not employ any entity or person with whom Agent or its principals has an any financial, ownership or similar affiliation, without first disclosing the nature of such affiliation to Owner and obtaining Owner's prior consent. The wages and benefits of all personnel hired by Agent whose wages are not provided for in the Approved Budget (as such term is hereinafter defined) or otherwise consented to by Owner to perform services at the Property shall be paid by Agent without reimbursement by Owner; provided, however, if Agent reasonably believes that additional personnel (or overtime not provided for in the Approved Budget) is required for the performance of the Management Activities hereunder, then with Owner's approval (which shall not be unreasonably withheld) Agent may employ such additional personnel (or approve such overtime). Agent shall direct and supervise all personnel hired by Agent in the performance of their duties and shall discharge all personnel whose employment agreement; Agent or Owner shall determine to be unnecessary or undesirable. Agent shall use all reasonable efforts to avoid duplication of services among its personnel and the payment of overtime whenever reasonably possible. Agent shall use due care in the selection of personnel it employs to perform the Management Activities. (ii) no employee of the Seller Agent shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday (A) pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries dueother benefits properly payable to the personnel hired by Agent pursuant to Section 3(c)(i) above, (B) --------------- maintain accurate payroll records, (C) remit to the proper authorities all required income and social security withholding taxes, unemployment insurance payments, worker's compensation payments and such other amounts with respect to the wages and other benefits payable to such personnel as may be required under applicable laws, together in each case with all required reports or other filings, and (D) obtain, maintain and administer all medical, disability and other insurance benefits and other benefits as may from time to time be required under any related pay-as-you-earnunion or other agreements or arrangements pertaining to Owner's or Agent's employment, National Insurance or deductions in respect as the case may be, of the Employeessuch personnel. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect (iii) Agent shall give Owner notice of any disputes with employees who are subject to union or other labor contracts. Agent may conduct negotiations in connection with union and other labor contracts affecting the employees of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or Agent who are rendering services in connection with the Management Activities, and shall use all reasonable efforts to settle and compromise all controversies and disputes arising under such contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date upon such terms and conditions as shall be performed and discharged approved by the Seller and the Seller Owner. Agent shall indemnify the Purchaser from and against any and perform all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationsunder such contracts and shall monitor and enforce all of Owner's rights thereunder. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge (a) Promptly following the execution of this Asset Purchase Agreement, Seller shall provide reasonable access to Buyer to the facilities and the personnel records of Seller for Facility Employees the purpose of preparing for and conducting employment interviews with Facility Employees. Buyer shall not be obligated to offer employment to any Facility Employee. (b) Buyer may offer employment to any Facility Employee on such terms and conditions as it deems appropriate in its sole discretion, such employment to be contingent upon and effective immediately following the Closing; provided that the Employees' contracts no later than three (3) business days prior to Buyer’s offer of employment to any Facility Employee, Buyer shall automatically transfer provide to Seller written notice of the Purchaser compensation terms of such offer with respect to title and/or position and cash compensation. Seller shall use commercially reasonable efforts to assist Buyer in employing as new employees of Buyer, all Facility Employees to whom Buyer has offered employment pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”this Section 7.3(b). AdditionallyThe Facility Employees who accept Buyer’s offer of employment and commence employment with Buyer shall be referred to, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the collectively, as “Transferred Employees.” Seller shall be granted an terminate the employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the of all Transferred Employees with Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued effective immediately prior to the Closing DateClosing. 8.3 Unless actions for (c) Any and all Liabilities relating to or arising out of the claim(s) arise before the Closing Dateemployment, the Purchaser shall have no recourse against the Seller in respect or cessation of employment, of any claim made by Facility Employee (whether or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employmentnot a Transferred Employee) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the close of business on the Closing Date shall be performed the sole responsibility of Seller including wages and discharged by other remuneration due through the close of business on the Closing Date. Notwithstanding the foregoing, Buyer shall assume and honor accrued vacation of Transferred Employees, up to eighty (80) hours of vacation per Transferred Employee (“Transferred Vacation Benefits”), to the extent permissible under Law. Should any Transferred Employee request any portion of his or her Transferred Vacation Benefits to be paid out in cash, Buyer shall pay such Transferred Vacation Benefits at a rate of pay equal to the Transferred Employee’s base salary that is in effect at the time of the request. (d) From and after the Closing Date, Buyer shall offer to Transferred Employees such Benefit Plans and arrangements as it deems appropriate in its sole discretion, provided that, Transferred Employees shall receive credit for their prior service with Seller and its Affiliates, including prior service with predecessor employers where such prior service is recognized by Seller as of immediately prior to the Closing, for purposes of eligibility to participate, vesting and determination of level of benefits (but not to the extent that such recognition would result in duplication of benefits or with respect to any defined benefit plan) in Benefit Plans (other than under an equity, equity derivative or deferred compensation plan, program or policy) offered by Buyer and shall be entitled to enjoy the benefits available to similarly situated Buyer employees. From and after the Closing Date, Buyer shall use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Buyer or its Affiliates to be waived with respect to Transferred Employees and their eligible dependents to the extent such Transferred Employees and their eligible dependents were not subject to such preexisting conditions and limitations and eligibility waiting periods under the comparable Seller Benefit Plans as of immediately preceding the Closing. Buyer shall indemnify the Purchaser from and against not assume any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of Liability under any of the Seller Benefit Plans. (e) All Transferred Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate shall become vested in their accrued benefits per Seller’s benefit vesting schedule under Seller’s pension benefit plans as of the Closing Date, and Seller shall retain Liability for the payment of such accrued benefits in accordance with the terms of such pension benefit plans. (f) Seller shall be liable for any severance, separation, deferred compensation or similar benefits that are payable (i) to any other event Person who is or was an employee of Seller and who is not a Transferred Employee, including any Facility Employee whose employment was terminated prior to the Closing (“Seller Employees”), and (ii) to Transferred Employees, to the extent that such Transferred Employee’s right to severance, separation, deferred compensation or similar benefits arises under a Seller Benefit Plan as a result of the transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements. (g) Seller shall be liable for the administration and payment of all workers’ compensation Liabilities and benefits with respect to (i) Transferred Employees to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring on or prior to the Closing Date Closing, and (ii) Seller Employees. Buyer shall be liable for which the Purchaser is liable by reason administration and payment of all workers’ compensation Liabilities and benefits with respect to Transferred Employees to the operation of the Regulations extent resulting from claims, events, circumstances, exposures, conditions or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or occurrences occurring after the Closing Date. (h) relate to any contract Seller shall be liable for the administration and payment of employment of any employee of all health and welfare Liabilities and benefits under the Seller or any other person Benefit Plans with respect to (other than any of the Employeesi) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Transferred Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act resulting from claims, events, circumstances, exposures, conditions or omission by the Seller occurrences occurring on or prior to the Closing Date Closing, and (the “Employee Liabilities”ii), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (A) Each Named Employee shall have signed an Offer Letter, a PIIA, an Equity Agreement and a Non-Competition Agreement, each of which shall continue to be in full force and effect and no action shall have been taken by any such individual to rescind any of such agreements, (B) each Offer Letter, PIIA and Benefits Waiver, if applicable, executed by a Continuing Employee other than a Named Employee shall continue to be in full force and effect and no action shall have been taken by any such Continuing Employee to rescind any of such agreements and (C) the Employees' contracts employment of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee each of the Purchaser has an employment agreement; and (ii) Designated Employees shall have been terminated effective no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued later than immediately prior to the Closing Dateand such Designated Employees shall have executed a Separation Agreement in a form reasonably satisfactory to Acquirer. 8.3 Unless actions for (ii) Each of the claim(s) arise before VP Employees and no fewer than 75%, excluding the Named Employees and VP Employees, of the employees of the Company who have received offers of employment from Acquirer or the Surviving Corporation shall have remained continuously employed with the Company from the Agreement Date through the Closing Dateand shall become Continuing Employees pursuant to the execution of an Offer Letter, the Purchaser a PIIA and a Benefits Waiver, if applicable, each of which shall continue to be in full force and effect and no action shall have no recourse against been taken by any such individual to rescind any of such agreements. (A) A contractor agreement shall have been duly executed by each Specified Contractor and each such contractor agreement shall be in full force and effect and (B) the Seller in respect of any claim made by or in relation Company shall have provided to the Employees whether by virtue Acquirer evidence reasonably satisfactory to Acquirer of the assumption termination of Undertakings (Protection service with the Company of Employment) Regulations 1981each independent contractor, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect consultant and/or advisory board member of the Employees. 8.5 The Seller undertakes to indemnify and keep Company other than the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller Specified Contractors effective no later than immediately prior to the Closing DateClosing. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts (a) Upon execution of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallythis Agreement, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes permitted to indemnify and keep the Seller indemnified from and against hold joint meetings with all accrued holiday pay entitlements and accrued holiday entitlements employees of each of the Employees which have accrued MGM Acquired Entities and, to the extent applicable, any bargaining representatives of such employees, provide preliminary information relating to the transactions contemplated by this Agreement, and thereafter Purchaser shall be entitled to conduct one-on-one meetings with all employees of each of the MGM Acquired Entities at such times as Purchaser shall reasonably request and at space provided by each of the MGM Acquired Entities at the Real Property or at such other location as shall be reasonably acceptable to Purchaser. In connection therewith, each of the MGM Acquired Entities shall provide Purchaser with access to complete personnel files of all employees of each of the MGM Acquired Entities. From and after September 1, 2003, each of the MGM Acquired Entities shall also provide Purchaser with space at the Real Property on an as needed basis and at no cost to Purchaser in order for Purchaser to handle employment and transition related matters. Purchaser in exercising its rights under this Section 5.16 shall comply with applicable Gaming Laws and with Parent’s non-solicitation policies. (b) Except as set forth in any collective bargaining agreement or as otherwise prohibited by applicable Law, effective as of the date immediately preceding the Closing Date, the participation of the MGM Acquired Entities in all Plans sponsored and maintained by the Parent and its ERISA Affiliates shall terminate. (c) Parent shall use its Commercially Reasonable Efforts, including providing all necessary information and taking all reasonably necessary actions, to assist Purchaser in creating and establishing employee benefit plans, programs and arrangements for the MGM Acquired Entities prior to the Closing Date. 8.3 Unless actions for the claim(s(d) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect Notwithstanding any provision of any claim made by or in relation this Agreement to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981contrary, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser nothing in this Agreement shall be responsible for the payment of all wages and salaries due, give any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect employee of any of the Employees, insofar MGM Acquired Entities the right to continuing employment or alter the at-will employment status of any such employee. (e) Solely for purposes of determining when the payment of benefits under the MGM DCP and MGM SERP commences with respect to any individual who is an employee of the MGM Acquired Entities as and to of the extent that the same was caused by any act or omission by the Seller prior to date immediately preceding the Closing Date. 8.6 All Date and who is a participant in the obligations MGM DCP or the MGM SERP as of such date, (i) termination of the Seller under or MGM Acquired Entities as a participating employer in connection the MGM DCP and MGM SERP shall not result in the commencement of payment of such benefits and (ii) continued employment with the contracts of employment of the Employees arising in respect of MGM Acquired Entities or any event or period on or prior to successor thereto after the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable treated as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her continued employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doinga participating employer. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 6.7.1. Purchaser will extend, or cause its Affiliates to extend, employment or other service offers to one or more Business Employees in addition to the Additional Parties, with such terms and conditions to be determined by Purchaser in its sole discretion. The Parties acknowledge that Company shall reasonably cooperate with Purchaser in connection with the Employees' contracts foregoing, and shall terminate the employment or other service of each Business Employee (including each Additional Party) who has received such an offer, with such termination effective no later than the date immediately preceding the Closing Date. The Business Employees who accept Purchaser’s (or its Affiliate’s) offer of employment shall automatically transfer to and commence employment with Purchaser or its Affiliate (including the Purchaser pursuant to the Transfer of Undertaking (Protection of EmploymentAdditional Parties) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreementreferred to herein as “Transferred Employees”. 8.2 6.7.2. The Purchaser Company shall be responsible for retain sponsorship of, and undertakes to shall retain and indemnify and keep hold harmless Purchaser and its Affiliates against, all Liabilities related to employment, termination of employment, compensation or employee benefits of any nature (including, but not limited to any Liabilities or obligations under the Seller indemnified from Employee Plans), whether arising before, on or after the Closing, that are with respect to Business Employees and against all accrued holiday pay entitlements and accrued holiday entitlements Transferred Employees (provided that with respect to Transferred Employees such Liabilities would consist only of the Employees which have accrued such Liabilities incurred on or prior to the Closing Date. 8.3 Unless actions for ), or any other former or current employees or contractors of the claim(s) arise before Company, or the Closing Datebeneficiaries of any such individuals (the “Excluded Employee Liabilities”). Purchaser and its Affiliates shall not assume sponsorship of, contribute to or maintain, or have any Liability with respect to, the Purchaser shall have no recourse against Employee Plans. For the Seller avoidance of doubt, any and all Liabilities (including statutory or contractual severance benefits and change in respect of any claim made by control payments or in relation to the Employees whether by virtue transaction bonuses) arising as a result of the assumption actual or constructive termination of Undertakings (Protection a Business Employee’s employment with the Company as a result of Employment) Regulations 1981the transactions contemplated by this Agreement, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 whether or arising under contractnot such individual becomes a Transferred Employee, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages considered Excluded Employee Liabilities. All vacation days and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused other paid time off accrued but not taken by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Transferred Employees arising in respect of any event or period on or prior to the Closing Date shall also be performed considered Excluded Employee Liabilities and discharged such Liabilities shall be paid solely by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which:Company. 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and 6.7.3. Nothing contained in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (Section 6.5, whether express or implied, may be construed to (i) which would otherwise preclude him create any Third Party beneficiary or her from so doing. 8.8 Should other rights in any liabilitiesperson other than the parties to this Agreement, obligations(ii) constitute an establishment, costsamendment, claims and demands arising from modification or in respect termination of, or an undertaking to establish, amend, modify or terminate, any Employee Plan, or other benefit or compensation plan, (iii) prohibit or limit the ability of the Company, Purchaser or any of their respective Affiliates to establish, amend, modify or terminate any Employee Plan, or other benefit or compensation plan, or (iv) create any obligation on the part of Purchaser or any of its Affiliates, as applicable, to continue to employ or engage for the performance of services any person (including any Transferred Employee), or to limit the ability of Purchaser or any of its Affiliates to terminate the employment or service of any of the Employees, insofar as and to the extent that the same was caused by person at any act time for any or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1no reason.

Employees. 8.1 The Parties acknowledge that 6.2.1. Promptly following the Employees' contracts date hereof, the Transferee shall make an offer of continued employment shall automatically transfer (‘haavara beretzef’ in Hebrew), effective as of the Closing Date and contingent on the completion of the transactions contemplated hereunder, to the Purchaser pursuant employees agreed upon separately by the Parties to the Transfer of Undertaking be fully countersigned by such employees (Protection of Employment) Regulations 1981 (such form and any ancillary document thereto, including waivers, shall be hereinafter referred to as amended) (the “RegulationsEmployee Offer”). AdditionallySuch employees who countersign the Employee Offer and are transferred to Transferee at Closing are hereinafter referred to as “Transferred Employees”. (a) The Transferor hereby consents to the transfer at the Closing of each of the Transferred Employees to the Transferee and each such employee shall become an employee of the Transferee at the Closing, and (b) the Seller acknowledges that Transferor hereby undertakes to transfer and assign to the Transferee for the benefit of the Transferred Employees (i) no employee of the Purchaser has an employment agreement; all education funds (‘keren hishtalmut’), managers’ insurance policies (‘bituach menahalim’) and/or pension funds, severance pay funds and any other funds and (ii) no employee any accruals (prorated for partial month) for salary (including for the pay period in which the Closing occurs), accrued annual vacation, recuperation fees entitlement, in each case of clauses (i) and (ii), that have been reserved or contributed by the Transferor (whether required by applicable law, custom or agreement) with respect to any of such Transferred Employees (the “Transferor Existing Funds”) and all of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for Transferor’s rights with regard thereto. It is hereby acknowledged and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and agreed that to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or Transferor Existing Funds at Closing are not sufficient to cover all such funds to which any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser Transferred Employee is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to entitled through the Closing Date (the “Employee Liabilities”by applicable law, custom or agreement), arise the Transferor shall transfer cash equal to the shortfall amount to the Transferor Existing Funds. Prior to the Closing, the Transferor shall make (and the Transferee shall cooperate with the Transferor to the extent required) the appropriate filings with the ITA for the transfer of the Transferor Existing Funds from the Transferor to the Transferee, and the Transferor shall submit, within the appropriate time periods, all required documents to the Transferred Employees’ funds and insurance policies. At the Closing or promptly thereafter (but not as a condition to Closing), the Transferor will transfer to Transferee all its title, rights and interests in and to the Transferor Existing Funds. 6.2.3. The Transferred Employees shall transfer to the Transferee, as applicable, with continuity of rights, and whilst taking their term of employment with the Transferor in account for purposes of the calculation of their rights and entitlements. 6.2.4. Notwithstanding any obligations of any Transferred Employee to the Transferor, all Transferred Employees (i) shall be permitted, on or and after the Closing Date, to engage in the Employee Liabilities Transferee’s Business, and (ii) shall be subject relieved and released from the confidentiality and non-compete obligations owed to the Offset defined in Section 3.1Transferor solely to the extent required to perform the obligations and duties under their respective employment or engagement agreements with the Transferee.

Employees. 8.1 The Parties acknowledge that (a) Buyer shall offer employment, with substantially similar salaries, duties and benefits as are available to similarly situated employees of Buyer, to those employees of Seller who satisfy Buyer's customary employment requirements, including pre-employment interviews, investigations and employment conditions, uniformly applied by Buyer and Buyer's employment needs. Buyer and Seller will establish a mutually acceptable process for the Employees' contracts orderly interviewing of employees for employment shall automatically transfer by Buyer; Seller will give Buyer a reasonable opportunity to interview the employees. (b) Prior to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). AdditionallyClosing Date, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be solely and entirely responsible for timely giving any required notices to employees (including any such employees that Buyer may offer employment) under the Worker Adjustment and undertakes to indemnify and keep Retraining Notification Act (the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements "WARN Act") that may be required as a result of the Employees Transactions. Buyer agrees to assume any and all liabilities of Seller after the Closing Date with respect to Seller's obligations under the WARN Act, and other applicable federal and state laws, with respect to the employees hired by Buyer. Seller shall give such notices to the employees as are required for it to comply with the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA") or any applicable state law. Seller also shall provide certifications of creditable coverage under its group health plan(s) to employees hired by Buyer, to the extent and within the time frames required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Further Seller shall provide such other continuation and/or conversion notices to the employees as are required under federal or state law relative to the benefits which have accrued they enjoyed prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser . Buyer shall be responsible for complying with the payment requirements of all wages COBRA, HIPAA and salaries dueapplicable state law, if any, relating to group health insurance continuation with respect to any related pay-as-you-earn, National Insurance employee hired by Buyer who is subsequently terminated or deductions in respect laid off who experiences a loss of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to coverage after the Closing Date. 8.6 All (c) Before Closing, with Seller's prior consent (which consent shall not be unreasonably withheld), Buyer may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who accept an offer of employment from Buyer; provided, however, that such training and other programs shall not materially interfere with or prevent the obligations performance of the normal business operations of Seller. (d) This Section 8.01 (other than subsection (g) hereof) shall not confer any rights or benefits on any person other than Buyer and Seller, or their respective successors and assigns, either as a third party beneficiary or otherwise. (e) Buyer agrees that those employees of Seller under or in connection with the contracts who become employees of employment of the Employees arising in respect of any event or period Buyer on or prior to the Closing Date shall be performed and discharged by the ("Former Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwiseEmployees"), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out while they remain employees of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser Buyer after the Closing Date all information will be provided with benefits under employee benefit plans during their period of employment which are no less favorable in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.aggregate than

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer Prior to the Purchaser pursuant to Closing Date, (a) the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee Buyer or an Affiliate of the Purchaser has an employment agreement; and (ii) no Buyer shall offer employment, effective as of the Closing Date, to each employee of the Seller who is principally employed in the Business (collectively, the “Seller Employees”), provided that such employee (i) is listed on Schedule 2.4 as prepared by the Buyer and attached hereto, (ii) agrees to the release of his or her employment files to the Buyer or an Affiliate of the Buyer prior to the Closing, and (iii) passes a pre-employment drug test and/or background check conducted at the Buyer’s expense and in a timely manner, if so requested, and (c) the Seller will terminate in a lawful manner the employment of the Seller Employees who have accepted the Buyer’s or its Affiliate’s offer of employment. Those Seller Employees who accept the Buyer’s or its Affiliate’s offer of employment as of the Closing Date shall be granted an employment agreement. 8.2 designated on Schedule 2.4 as “Transferring Employees” and referred to hereinafter as such and to receive credit from the Buyer or its Affiliate for prior service to the Seller for all employment-related purposes. The Purchaser shall be Seller acknowledges and agrees that it is responsible for paying to the Transferring Employees all compensation and undertakes benefits accrued up to indemnify the Closing Date and keep the Seller indemnified from and against shall pay, or arrange to pay, all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued such undisputed amounts prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date. Schedule 2.4 sets forth with respect to each Seller Employee such person’s position, the Purchaser shall have no recourse against the Seller in respect date of hire, current salary, accrued and maximum PTO and amount of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever other accrued benefits (including, without limitation, national insurance bonuses and pension entitlements vacation) to which such person may be entitled or for which such person has made written claim to the Seller. If applicable, the Seller shall provide an updated Schedule 2.4 at the Closing. Except as otherwise provided in the Offer Letters, all Transferring Employees shall be employees at will, subject to the Buyer’s or its Affiliate’s employment policies. Nothing herein shall obligate the Buyer or an Affiliate of the Buyer to employ the Transferring Employees for any specific time period. Nothing in this Section shall be construed to grant any employee any rights as a third- party beneficiary. The Seller shall retain all Liabilities with respect to any and all Seller Employees who are not Transferring Employees. If applicable, the Seller and its ERISA Affiliates shall provide coverage under COBRA to all “M&A qualified beneficiaries” associated with the transactions described in this Agreement in accordance with Treasury Regulation §54.4980B-9 and any liability Seller Employees who have a “qualifying event” under Section 4980B of the Code prior to pay accrued holiday paythe Closing Date or who do not become Transferred Employees in connection with the transactions described in this Agreement. The Buyer or an Affiliate of the Buyer shall provide coverage under COBRA to all Transferring Employees and their beneficiaries who have a “qualifying event” under Section 4980B of the Code following the Closing Date. The Seller shall be liable for any Liabilities arising under WARN or any similar foreign, state or local Law for any “plant closing” or “mass layoff” as those terms are defined in WARN (or the comparable statute) which: 8.6.1 relate occurring prior to or arise out of the Closing Date or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and transactions described in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsAgreement. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that Upon execution of the Employees' contracts Original Agreement, the JVC offered employment to each of employment shall automatically transfer to the Purchaser pursuant to current OFT employees listed on Schedule 9.3(i) at the Transfer of Undertaking compensation and benefit levels described in Schedule 9.3 (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”i). Additionally, The JVC may hire or contract employees as necessary to operate its business and to meet the Seller acknowledges that (i) no employee goal of its then-existing Business Plan. Each Member shall make available its employees for hire by the JVC and the JVC may also make its employees available for hire by either of the Purchaser has an employment agreementMembers (or their Affiliates); and (ii) no employee of provided, however, that if any Member or the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible JVC wishes to hire or solicit for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of hire any employee of the Seller other Member or any the JVC, such Member or the JVC shall only do so through the other person Member’s or the JVC’s department in charge of human resources or personnel recruitment; provided further, however, that nothing in this Agreement shall restrict or preclude either Member (other than any or their Affiliates) or the JVC from making generalized searches for employees by use of advertisements in the media or by engaging search firms to engage in the searches not targeted or focused on employees of respective Members or of the Employees) in respect JVC. The JVC shall reimburse OFT for all of which the Purchaser is liable as a result of the Regulations OFT’s costs associated with any retention, termination, outplacement or Directive 77/187 of the Council of European Communities or severance payments relating to the termination of the OFT employees listed on Schedule 9.3(iii) on the dates of termination and for the estimated termination payments described on Schedule 9.3(iii). If such employees are not terminated on the dates indicated in Schedules 9.3(iii), the JVC shall not be responsible for reimbursing OFT for any additional costs of OFT associated with any retention, termination, outplacement or severance payments beyond such contract termination date unless such extensions are mutually agreed to in advance by the Members. Except as provided in the preceding sentence, OFT shall retain all Liabilities (and as defined in this connection Section 5.10) with respect to the Purchaser shall terminate such contacts of employment promptly on becoming aware termination of the same); or 8.6.3 arise from employees listed on Schedule 9.3(iii) including any failure by the Seller to comply with its obligations made claims or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession lawsuits relating to the Business notwithstanding wrongful termination or discrimination. Notwithstanding anything to the contrary in this Agreement, the Members agree to cause Synerject to not entice away or endeavour to entice away from any term of his Member any person who is a director or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any employee of the EmployeesMember or its Affiliates at any time after January 1, insofar as 2003 without first consulting with and to obtaining the extent that approval of the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1relevant Member.

Employees. 8.1 The Parties acknowledge that (a) At the Employees' contracts sole discretion of Buyer, Buyer shall have the opportunity to interview and retain or make offers of employment shall automatically transfer to any members of Seller’s workforce with respect to the Purchaser pursuant Assets who are discharged by Seller prior to or after the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) Closing (the “RegulationsRelevant Employees”). AdditionallyWithin five (5) Business Days of the Execution Date, Seller shall deliver to Buyer a true, correct and complete list of the names of all Relevant Employees, the rates of pay for each, and all commission, bonus, benefits or other compensation or expense reimbursement or allowance arrangements between Seller acknowledges that (i) no employee and any of the Purchaser has Relevant Employees. (b) Upon the Execution Date, Seller shall provide Buyer with access to and an employment agreement; and (ii) no employee opportunity to interview all of the Seller Relevant Employees upon advance written notice to Seller. Such interviews shall be granted an employment agreementconducted at a mutually convenient place, during normal business hours. 8.2 The Purchaser (c) Upon the completion of the interviews set forth in Section 4.08(b), but in any event at least fourteen (14) days prior to the Closing Date, Buyer or its Affiliate shall have the right but not the obligation to issue written offers of employment to those Relevant Employees selected by Buyer or its Affiliates in their sole and exclusive discretion, with such employment offers to be conditioned on the Closing and effective from and after the Closing Date (or, if any Relevant Employee who receives such an offer is on a leave of absence, effective from and after the date such Relevant Employee returns to active employment). Not less than five (5) days before the Closing Date, Buyer shall provide written notice to Seller as to the identities of each Relevant Employee that has accepted an offer of employment from Buyer or its Affiliate (the “Continuing Employees”). Seller or its Affiliate shall continue the employment of the Continuing Employees until the Closing Date and will accept the resignation or terminate the employment of the Continuing Employees effective as of immediately before the Closing Date (or such later date with respect to a Continuing Employee on a leave of absence). On or before the Closing Date, Seller may terminate the employment of all such other Relevant Employees who do not receive and accept a written offer of employment from Buyer and who are not Continuing Employees. (d) Buyer shall provide or cause its Affiliate to provide to each Continuing Employee the same base salary and bonus and incentive opportunities, and other employee benefits that are substantially comparable in the aggregate to the compensation and benefits provided to employees holding similar positions with Buyer or such Affiliate. (e) Buyer shall have no liability for any Relevant Employee who does not receive an offer of employment and Seller shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions shall retain sole liability for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations severance payments or other measure having the force of law; or 8.6.2 (whether termination benefits or not in respect of a period before or after the Closing Date) relate compensation, if any, due to any contract of employment of any employee of the Seller or any other person (other than any of the such Relevant Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts (a) Each of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that and the Parent agrees to use its best efforts (i) no employee to encourage the existing employees of the Purchaser has an Seller to accept such offers of employment agreement; as may be extended by the Buyer, and (ii) no employee to discourage the existing employees of the Seller from accepting offers of employment which may be extended by any competitors of the Seller, the Parent, the Buyer, DParent or any of their Affiliates. The Seller shall be granted an make all its existing employees available for pre-employment agreementinterviews as requested by the Buyer. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued (b) On or prior to the Closing Date. 8.3 Unless actions , the Seller shall pay its employees (i) all profit sharing, bonuses and other compensation that the Seller would have paid its employees under any Employee Benefit Plans during the current year (pro-rated for the claim(s) arise before period from the beginning of the Seller's current fiscal year through the Closing Date) had the transaction contemplated by this Agreement not been consummated and (ii) for all accrued vacation time, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and except to the extent that the same was caused by any act set forth in Section 1.2(a)(v). (c) On or omission by the Seller prior to the Closing Date. 8.6 All the obligations , each of the Seller under or in connection and the Parent shall satisfy all of its obligations with the contracts of employment respect to options to purchase capital stock of the Employees arising in respect Seller or the Parent held by employees of the Seller. (d) Without the prior written consent of the Buyer, neither the Seller nor the Parent shall enter into any event written arrangement (including without limitation written agreements) with any employee of the Seller concerning confidentiality or period on noncompetition. (e) On or prior to the Closing Date shall be performed and discharged by Date, each of the Seller and the Parent shall satisfy substantially all of its obligations under the following agreements: (i) agreement with any director, executive officer or other employee of the Seller shall indemnify (A) the Purchaser from and against any and all actionsbenefits of which are contingent, proceedingsor the terms of which are materially altered, costs, claims, expenses, demands, damages, awards (whether upon the occurrence of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out a transaction involving the Seller of or in connection with the employment or dismissal nature of any of the Employees or transactions contemplated by this Agreement, (B) providing any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract term of employment of or compensation guarantee to any employee of the Seller or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee of the Seller; and (ii) agreement or plan binding the Seller, including without limitation any other person (other than stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the Employees) in respect benefits of which will be increased, or the Purchaser is liable as a result vesting of the Regulations or Directive 77/187 benefits of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure which will be accelerated, by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect occurrence of any of the Employees, insofar as and to transactions contemplated by this Agreement or the extent that value of any of the same was caused benefits of which will be calculated on the basis of any of the transactions contemplated by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”this Agreement. For purposes of this Section 4.3(e), arise on or after the Closing Date, the Employee Liabilities "substantially all of its obligations" shall be subject deemed to be at least 95% of the Offset defined in Section 3.1obligations, calculated on an individual basis.

Employees. 8.1 (a) The Parties acknowledge Sellers have separately provided to Buyer a list of the Designated Employees that is complete and accurate as of the date of this Agreement, showing for each such Designated Employee: (i) name, position held, annual base salary and target incentive compensation, (ii) the date of hire, (iii) city and state of residence and of primary employment (separately identifying any Designated Employees who participate in Sellers’ work from home program), (iv) whether such Designated Employee is being seconded to a Seller, is an independent contractor or is an employee of any Person other than a Seller, (v) the liabilities of Sellers, as of the date of this Agreement (and as updated pursuant to Section 4.6), for accrued pay for “personal days” (which are comprised of vacation days, sick days and personal days) for each Designated Employee and (vi) Sellers’ good faith estimate of any additional accruals of such “personal days” for each Designated Employee during the period commencing on the date hereof (or such later date as requested by Buyer) and ending on May 31, 2009. As of the date of this Agreement, to the knowledge of Sellers, no Designated Employee or group of Designated Employees has provided any Seller with written notice of any plans to terminate employment with a Seller or any Subsidiary of a Seller (other than for the purpose of accepting employment with Buyer following the Closing). (b) Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, there are no actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of Sellers, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Business Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to a Seller or any Subsidiary of a Seller. To the knowledge of Sellers, there has been no Legal Proceeding pending, or threatened in writing, during the twelve (12) months immediately preceding the date hereof that involved any material claim that any Designated Employee, in his or her capacity as such, or any Seller, with respect to any Designated Employee, violated any Law with respect to labor, safety or discrimination or employment matters. No Seller or any Subsidiary of a Seller has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. No Seller is presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Business Employees and no collective bargaining agreement is being negotiated with respect to Business Employees' contracts . (c) Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, the Sellers and their ERISA Affiliates are in compliance in all material respects with all applicable Laws respecting employment, employment practices, including terms and conditions of employment shall automatically transfer and wages and hours, employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, in each case, with respect to Designated Employees and there are no pending or, to the Purchaser pursuant knowledge of Sellers, any threatened or reasonably anticipated claims, controversies, government investigations or suits with respect to any such matters, any employment arrangements, any worker’s compensation policy or any long term disability policy with respect to any Designated Employees. (d) Except to the Transfer extent that it would not subject Buyer, any Member Firm or any Affiliate of Undertaking Buyer or a Member Firm to any liability, as of the date hereof, no Seller within the past twelve (Protection 12) months has caused (i) a plant closing as defined in the Worker Adjustment and Retraining Notification Act of Employment) Regulations 1981 (1988, as amended) amended (the “RegulationsWARN Act”). Additionally, the affecting any site of employment or one or more operating units within any site of employment of any Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and or (ii) a mass layoff as defined in the WARN Act, nor has any Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state or local Law similar to the WARN Act. Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, no employee of the Seller shall be granted Business Employee has suffered or is anticipated to suffer an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep loss as defined in the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of WARN Act within the Employees which have accrued prior to ninety (90) day period ending on the Closing Date. 8.3 Unless actions for (e) Section 2.9(e) of the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Disclosure Schedule lists all Designated Employees of a Seller in respect of any claim made by or in relation to the Employees whether by virtue United States who as of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 date hereof are not citizens or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect permanent residents of the Employees. 8.5 The Seller undertakes United States, and indicates immigration status and the date work authorization is scheduled to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any expire. Section 2.9(e) of the Employees, insofar Disclosure Schedule lists and describes all expatriate contracts that a Seller has in effect as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or date hereof with any Designated Employee and all employment contracts and independent contractor arrangements covering any Designated Employee providing services outside the country in connection with which they are nationals. To the contracts knowledge of employment Sellers, each Designated Employee of the Employees arising Sellers working in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (country other than any of the Employees) in respect one of which the Purchaser such Designated Employee is liable as a result of the Regulations national has a valid work permit or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude visa enabling him or her from so doingto work lawfully in the country in which such individual is employed. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee Except as covered by the Employment Agreements, any and all of the Purchaser has Company's and its Subsidiaries' employees ("COMPANY EMPLOYEES") will be employed on an "at-will" basis by the Buyer or the Buyer Bank, and nothing in this Agreement shall be deemed to constitute an employment agreement; agreement with any such Person to obligate the Buyer or any Affiliate thereof to employ any such Person for any specific period of time or in any specific position, or to restrict the Buyer's or any of its Affiliates' right to terminate the employment of any such Person at any time and for any reason satisfactory to it. (ii) no employee Such Company Employees who continue employment with the Buyer or any of its Affiliates will be eligible for benefits consistent with those of existing employees of the Seller shall Buyer or such Affiliate, with credit for past service with the Company or the Company Bank for purposes of participation, eligibility and vesting (including with respect to any amounts to be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep contributed by the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements Buyer or one of its Affiliates or amounts that will vest under any Buyer Benefit Plan, but not including the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect calculation of any claim made by other benefit accrual); provided, however, that any such continuing employee will not be subject to any exclusion or in relation to penalty for pre-existing conditions that were covered under the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 Company's or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar its Subsidiaries' medical plans as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date or any waiting period relating to coverage under the Buyer's or any of its Affiliates' medical plans. There shall be performed and discharged by the Seller and the Seller no waiting periods applicable to any such Company Employees to participate in such benefits (including applicable insurance benefits). (iii) The Buyer or one of its Affiliates shall indemnify the Purchaser from and against honor any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order vacation accrued by the Company Employees and liabilities whatsoever (including, without limitation, national insurance and pension entitlements the Company Bank and any liability sick leave up to pay 90 days, and any such Company Employee who is not retained for employment by the Buyer shall be paid for all accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any but unused vacation as of the Employees or date of termination of employment. (iv) If any other employee Company Employee at the Effective Time of the Merger is terminated by the Seller or any other person or any act or omission by Buyer within one year after the Seller or any associate Effective Time of the Seller or Merger, for any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations Cause, death or Directive 77/187 of the Council of European Communities disability, or the termination of if any such contract (and in this connection the Purchaser employee shall terminate such contacts of his employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller after being required and not agreeing to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in relocate his or her possession relating to principal work location outside of the Business notwithstanding any term county of his or her employment with the Seller (whether express current principal work location or implied) which would otherwise preclude him having his or her from so doingbase compensation (excluding benefits) Materially reduced and within one year after the Effective Time of the Merger, such Company Employee shall receive severance pay equal to two week's pay at his or her current salary for each year of consecutive service to the Company, the Company Bank and/or the Buyer, provided, however that such severance pay shall not be less than four (4) weeks pay and not more than twenty-six (26) weeks pay and provided, further, that neither any Company Employee who is a party to an Employment Agreement nor any Company Employee eligible for retirement who is eligible for participation in the Buyer's retirement plan at the time of termination shall receive such severance pay. 8.8 Should (v) 401(k) Plan. The Company's 401(k) Plan will be merged into Buyer's 401(k) Plan as soon as practicable after the Effective Time in accordance with applicable Law. The Buyer agrees to use its best efforts to minimize the amount of any liabilities, obligations, costs, claims and demands arising from or deferred sales charges payable in respect of any of assets held in the EmployeesCompany's 401(k) Plan in connection with such merger and, insofar so long as it is permitted under applicable Law and can be done without adverse tax consequences to Buyer or its 401(k) Plan, to (i) contribute up to $15,000 to the extent Company's 401(k) Plan to reimburse the participants for any such charges that the same was caused by any act or omission by the Seller prior are incurred in connection with such merger (ii) pay up to $15,000 to the Closing Date appropriate asset managers or other parties for a waiver of such deferred sales charges or (the “Employee Liabilities”), arise on iii) take such other action as may minimize or after the Closing Date, the Employee Liabilities shall avoid such deferred sales charges that does not require Buyer to pay more than $15,000. Participants in Company's 401(k) Plan will automatically become participants in Buyer's 401(k) Plan and will automatically be subject to the Offset defined vested in Section 3.1their benefits.

Employees. 8.1 The Parties acknowledge that (a) Upon execution of this Agreement, Purchaser shall be permitted to hold joint meetings with all employees of the Employees' contracts of employment shall automatically transfer Company at such times as are mutually acceptable to the Purchaser pursuant Company and the Purchaser, and shall be permitted to provide preliminary information relating to the Transfer transactions contemplated by this Agreement, and thereafter Purchaser shall be entitled to conduct one-on-one meetings with all employees of Undertaking the Company at such times as Purchaser shall reasonably request. (Protection b) Effective as of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallydate immediately preceding the Closing Date, the Seller acknowledges that (i) no employee participation of the Purchaser has an Company in all Plans sponsored by the Parent and its ERISA Affiliates other than the Multiemployer Plan and the Hotel Employees and Restaurant Employees International Union Welfare Fund shall terminate. With the exception of the Company continuing as a contributing employer to the Multiemployer Plan and the Hotel Employees and Restaurant Employees International Union Welfare Fund, and the employment agreement; and (iiagreements listed in Section 4.14(a) no employee of the Seller shall be granted an employment agreement. 8.2 The Disclosure Schedule, Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements not assume any Plans, nor become a plan sponsor or fiduciary of any such Plan as a result of the Employees which have accrued transaction contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, within thirty (30) days prior to the Closing Date, the Company may terminate the MGM MIRAGE Deferred Compensation Plan II (“DCP II”) and MGM MIRAGE Supplemental Executive Retirement Plan II (“SERP II”), with respect to all of the Company’s participating Employees and, pursuant to such termination, pay all vested account balances in DCP II and SERP II attributable to the Company’s participating Employees. 8.3 Unless actions for (c) Notwithstanding any provision of this Agreement to the claim(scontrary, nothing in this Agreement shall give any employee of the Company the right to continuing employment or alter the at-will employment status of any such employee. (d) arise before On and after the Closing Date, (i) Purchaser shall cause all employees of the Company who are employed by the Purchaser shall have no recourse against the Seller in respect or any of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings its Affiliates (Protection of Employment) Regulations 1981together, the Collective Redundancies and Transfer of Undertakings (Protection of Employment“Purchaser Group”) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to after the Closing Date shall be performed and discharged by (the Seller and the Seller shall indemnify the Purchaser from and against any and “Company Employees”) to receive credit for all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection service with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or Company and its Affiliates prior to the Closing Date for which purposes of eligibility and vesting (but not benefit accrual) under any and all employee benefit plans, programs, policies and arrangements sponsored by the Purchaser is liable by reason of and the operation of Purchaser Group (such plans, collectively the Regulations or other measure having “New Plans”) to the force of law; or 8.6.2 (whether or not extent coverage under any such New Plan replaces coverage under a comparable Plan in respect of a period which such Company Employee participates immediately before or after the Closing Date) relate to at any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser time after the Closing Date (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to Company Employees and their covered dependents, Purchaser shall cause all information in his or her possession relating pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for the Business notwithstanding Company Employees and their covered dependents, and Purchaser shall cause any term of his or her employment with eligible expenses incurred by such Company Employees and their covered dependents during the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect portion of any plan year of the EmployeesOld Plan which includes a date of participation by such Company Employees or their covered dependents in the corresponding New Plan begins, insofar to be taken into account under such New Plan for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and their covered dependents for such plan year as and to if such amounts had been paid in accordance with such New Plan during the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1corresponding plan year.

Employees. 8.1 The Parties acknowledge that (a) In order to effectuate the Employees' contracts transition of employment shall automatically transfer to the Purchaser pursuant to the Transfer Buyer, Seller will terminate all of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or its employees employed in connection with the contracts of employment of Business contemporaneous with the Employees arising in respect of any event or period Closing. Buyer shall ensure that, subject to Buyer’s standard hiring procedures, all current employees set forth on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwiseSchedule 7.1(a), fines, penalties, judgements, order will be offered employment on substantially similar terms and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any conditions as when employed with Seller so that Seller will not incur liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable under WARN as a result of the Regulations Contemplated Transactions, to commence immediately after the Closing. (b) Seller shall also pay out to the employees any bonuses, wages, commissions, or Directive 77/187 other compensation earned as of the Council of European Communities Closing in accordance with Legal Requirements, Seller shall be solely liable for any severance or other payments required to be made to its employees due to the Contemplated Transactions. (c) Seller shall be solely responsible for (i) all Company Benefit Plans; (ii) all assets held in trust or otherwise relating to any Company Benefit Plan or the funding thereof; (iii) any insurance policy, contract, trust, Third Party administrator contract, or other funding arrangement, and all obligations thereunder, for any Company Benefit Plan; (iv) any monies held by or for the benefit of Seller in any account dedicated to the payment of benefits or insurance premiums relating to any Company Benefit Plan; and all severance payments and other Liabilities arising out of the employment and termination of any its employees and for all accrued compensation, vacation pay, sick pay and other benefits with respect to such contract (and in this connection employees through the Purchaser shall terminate Effective Time whether or not such contacts employees become employees of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise Buyer on or after the Closing Date, the Employee Liabilities . (d) Seller shall be subject solely responsible to provide COBRA continuation coverage with respect to each “M&A qualified beneficiary” within the Offset defined in meaning of Treasury Regulation Section 3.154.4980B-9, Q&A-4(a) due to a qualifying event occurring on or before the Closing Date, and Seller shall take all actions necessary to ensure that Buyer (and its Related Persons) do not become legally obligated to provide COBRA continuation coverage to any M&A qualified beneficiary.

Employees. 8.1 The Parties acknowledge (i) Schedule 9.1(a)(i)(A) sets forth a list of all the employees of the Parent or its Affiliates (including the Rodeo Entities) who are engaged primarily in the Business and certain “shared” personnel. Set forth in Schedule 9.1(a)(i)(B) is a list of all employees of the Business that the Employees' contracts of employment parties agree Parent may approach to retain and not transfer. On or prior to the Closing Date, Parent shall automatically use its reasonable best efforts to transfer to the Purchaser Rodeo Entities (to the extent not already employed by a Rodeo Entity) the employment of the employees listed in Schedule 9.1(a)(i)(A) that are not retained by Parent or its Affiliates pursuant to the Transfer prior sentence; provided, however, that no later than 10 Business Days prior to the Closing Date, Buyer may deliver to Parent a list in writing of Undertaking employees, each of which has a Seller Retention Agreement, whom Buyer does not intend to become Rodeo Employees (Protection of Employment) Regulations 1981 (as amended) (the each such employee a “RegulationsDesignated Employee”), and Parent shall take such action as is necessary (including, for example and in Parent’s discretion, transferring the individual to an entity that is not a Rodeo Entity or terminating the individual’s employment) to ensure that the Designated Employees shall not become Rodeo Employees. AdditionallyEach Person who is employed by any Rodeo Entity immediately prior to the Closing shall continue employment with such Rodeo Entity, respectively, immediately following the Closing without further action on the part of Buyer, Parent or Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and such Persons are referred to herein as “Rodeo Employees”). (ii) no None of Buyer nor any Rodeo Entity shall have any liability on or after the Closing Date for any severance, change of control payments, Seller Retention Agreement or other post-termination compensation or benefits with respect to the Designated Employees; provided, however, that if Buyer or an Affiliate of Buyer hires as an employee or engages as a consultant any Designated Employee during the eighteen-month period following Closing, Buyer shall reimburse Seller for fifty percent (50%) of any and all amounts paid to such Designated Employee by Seller as required under any Seller Retention Agreement applicable to such Designated Employee within five Business Days following the date of such hire or engagement. (iii) For the period of time commencing on the Closing Date and ending on the last day of the Seller calendar year in which the Closing Date occurs, the Buyer shall provide, or cause to be granted an employment agreement. 8.2 The Purchaser shall be responsible for provided, to Rodeo Employees employee benefits that, in the aggregate, are substantially similar to employee benefits (other than equity and undertakes cash incentives) provided to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Rodeo Employees which have accrued immediately prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 17.1 The Parties acknowledge that purchaser undertakes to offer to employ all the Employees' contracts employees on the basis that: 17.1.1 the employment of employment shall automatically transfer all employees who accept the purchaser's offer will be deemed to have commenced on the effective date; and 17.1.2 any offer made by the purchaser will be on terms and conditions which are no less favourable overall than those enjoyed by the employees immediately prior to the Purchaser pursuant effective date. 17.2 All obligations of the seller to the Transfer employees up to the effective date, including all payments due in respect of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; accrued leave and (ii) no employee of the Seller bonuses shall be granted an borne by the seller. All obligations to the employees who accept employment agreementwith the purchaser arising on or after the effective date shall be borne by the purchaser. 8.2 17.3 The Purchaser purchaser shall not be responsible for any costs of any nature, including retrenchment costs, incurred by the seller in connection with any employee who does not accept the offer referred to in 17. 1. The seller hereby irrevocably and undertakes unconditionally agrees to indemnify and keep the Seller indemnified from and purchaser against all accrued holiday pay entitlements and accrued holiday entitlements loss, liability, damage or expense which the purchaser may suffer or sustain as a result of or which may be attributable to any act or omission by the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or seller in relation to the Employees whether by virtue employees of the assumption seller or any of Undertakings (Protection them or any other event, matter or circumstances occurring or having its origin prior to the completion date which relates to any of Employment) Regulations 1981those employees, whether as a consequence of the Collective Redundancies purchase and Transfer sale of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive the business or otherwise. 8.4 Beginning on , it being recorded, without limiting the Closing Dateprovisions of this clause, that the Purchaser purchaser shall not be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance compensation payable to any employee as a consequence of his retrenchment or deductions in respect of the Employeesredundancy. 8.5 17.4 The Seller undertakes to indemnify purchaser and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of seller shall jointly consult with the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller employees and/or their representatives prior to the Closing Datecompletion date in accordance with generally accepted industrial relations practice. The purchaser and the seller will agree in advance the form that such consultation will take and in the absence of agreement the form of consultation will be determined by the seller. 8.6 All 17.5 The purchaser, FSAC and FSAH undertake to procure that the obligations warrantor is appointed as a director of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationspurchaser. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) If the Employees' contracts of employment First Closing occurs, Purchaser shall automatically transfer be free to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallyhire such persons, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee whether or not employees of the Seller shall be granted an or the Business, on such terms and conditions of employment agreement. 8.2 The as Purchaser shall be responsible for and undertakes to indemnify and keep determine in the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements exercise of its sole discretion, and, except as expressly set forth herein, nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Dateparties hereto, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to employee of Seller or arise out the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or in connection with the employment or dismissal on behalf of any of the Employees or any other employee Person with respect to such Person’s employment by the Seller or any other person or any act or omission Purchaser shall be governed solely by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for applicable employment policies and employee benefit plans, if any, which the Purchaser is liable by reason maintains or may adopt after the First Closing, subject to and as construed in accordance with applicable Federal and state law. Schedule 2.10 provides a true and complete list (including names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the operation Business as of the Regulations date indicated. (b) Within forty-five (45) calendar days of the Announcement Date, Purchaser shall identify the employees listed on Schedule 2.10 to whom Purchaser will offer employment as of the First Closing (“Hired Employees”), and shall provide Seller with a list of those Hired Employees (“Notice of Hired Employees”). Except as described below, the Seller shall be fully liable for the employment (or other measure having termination or severance thereof) of any employees not hired by Purchaser. In addition, the force Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, Accrued Vacation Pay, due, owing or accrued for all employees of law; or 8.6.2 (whether or not in respect of a period before or after the Business through the First Closing Date. Except as expressly provided in this Agreement, all claims incurred or liabilities asserted under Seller’s Employee Benefit Plans shall be the responsibility of Seller, and Purchaser shall not have any liability with respect to such claims or liabilities. Notwithstanding the foregoing, the parties acknowledge that: (i) relate the transactions contemplated by this Agreement are anticipated to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) result in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract Seller’s group health plans; (ii) Seller will provide Purchaser all information related to Seller’s group health plans and in this connection participants therein necessary for Purchaser to provide notices to M&A Qualified Beneficiaries regarding continuation coverage required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (iii) as allowed by Treas. Reg. § 54.4980B-9, Q/A(7), Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller make available COBRA continuation coverage under applicable group health plans to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and M&A Qualified Beneficiaries to the extent that the same was caused required by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities COBRA and shall be subject to the Offset defined in Section 3.1timely provide M&A Qualified Beneficiaries applicable notices of such coverage.

Employees. 8.1 The Parties acknowledge that Purchaser agrees to offer employment to each of the Employees' contracts employees of employment shall automatically transfer the Sellers and their Affiliates (other than the Indian Subsidiary) who provides services exclusively or primarily with respect to the Purchaser pursuant to Mortgage Business and who is listed on Section 5.7(a) of the Transfer of Undertaking Sellers Disclosure Schedule (Protection of Employment) Regulations 1981 (as amended) (the each, a “RegulationsBusiness Employee”). Additionally, the Seller acknowledges that (i) no employee of for employment with the Purchaser has an employment agreement; and (ii) no employee of or its Affiliates effective on the Seller Closing Date. Each such offer shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued made no later than ten (10) days prior to the Closing Date. 8.3 Unless actions , and shall provide for (i) base salary and retention bonus opportunity which are no less favorable as the claim(srespective Base Salary Amount and unpaid Retention Bonus Amount for such Business Employee and (ii) arise before benefits under employee benefit plans that are comparable in the Closing Date, aggregate to those currently provided by the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation Sellers to the Hired Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning based on the Closing Date, the Purchaser shall be responsible for the payment aggregate cost of all wages and salaries due, such benefits to any related pay-as-you-earn, National Insurance or deductions in particular Seller with respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations Hired Employees as of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee LiabilitiesPurchaser Plans”). The terms and conditions of each such offer shall not require additional service or performance conditions beyond those required under the terms of each Hired Employee’s existing agreement; provided, arise however, that Purchaser may adjust its offer in any respect that it deems necessary or appropriate in order to comply with code Section 409A, in its sole discretion. The Purchaser shall include in any such offer of employment a provision to the effect that acceptance of such offer shall constitute a resignation of employment with the Sellers and their Affiliates effective immediately before the Closing Date without any obligation on the part of any of the Sellers or after their Affiliates to provide Retention Bonus Amounts to the accepting Business Employee under a Benefit Plan or otherwise in connection with such Business Employee’s termination of employment with the Sellers. The Sellers and the Purchaser shall reasonably cooperate so that the Purchaser can fulfill its obligations under this Section 5.7(a). Each Business Employee that accepts an offer of employment with the Purchaser pursuant to this Section 5.7(a) shall be deemed a “Hired Employee. The Purchaser and the Sellers agree to reasonably cooperate to provide such information (including information relating to co-payments, deductibles and out-of-pocket expenses for health benefits provided to Hired Employees) and work in good faith to effectuate an orderly and efficient transition of benefits (including welfare benefits) provided to the Hired Employees on and following the Closing Date, . Nothing in this Section 5.7 shall require the Employee Liabilities shall be subject to continuation by the Offset defined in Section 3.1Sellers or the Purchaser of any particular benefit plan or program.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before On the Closing Date, the Purchaser Seller shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue terminate all employees of the assumption Target Business listed in Section 6.04(a) of Undertakings the Disclosure Schedule, and Buyer (Protection of Employmentor its Affiliate) Regulations 1981shall immediately offer them employment on substantially similar terms and conditions; such employees who accept employment with Buyer being referred to as the “Transferred Employees”. Seller shall bear any and all obligations and liability under the Worker Adjustment and Retraining Notification Act and similar state and local laws resulting from employment losses under this Section 6.04, unless such obligations or liabilities would have been avoided if Buyer had offered the Collective Redundancies employees same terms and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseconditions substantially similar to those currently offered by Seller. 8.4 Beginning on the Closing Date, the Purchaser (b) Seller shall be remain solely responsible for the payment satisfaction of all wages and salaries dueclaims for medical, any related pay-as-you-earndental, National Insurance life insurance, health accident or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from disability benefits brought by or in respect of any current or former employees, officers, directors, independent contractors or consultants of the EmployeesTarget Business, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period which claims were presented on or prior to the Closing Date Date. Seller also shall be performed and discharged by remain solely responsible for all worker's compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 Target Business which relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event events occurring on or prior to the Closing Date for which Date. Seller shall pay, or cause to be paid, all such amounts to the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable appropriate persons as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationswhen due. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or impliedc) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar As soon as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or reasonably practicable after the Closing Date, but in no event later than the Employee next regularly scheduled payroll date, or earlier if required by Law, Seller shall cause a final payroll to be run as of the Closing Date and Seller will pay salaries and wages, including any bonuses, to all Transferred Employees as of the Closing Date. At such time, Seller shall also pay to all Transferred Employees all PTO Accrued Liabilities or any other “Paid Time Off” amounts accrued or accumulated on the books and records of Seller or to which such Transferred Employees are entitled. No such PTO Accrued Liabilities or other “Paid Time Off” amounts will be Assumed Liabilities for any purpose hereunder. (d) With respect to any employee benefit plan maintained by Buyer or an Affiliate of Buyer for the benefit of any Transferred Employee, effective as of the Closing, Buyer shall recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not be subject recognized to the Offset defined extent that (x) such recognition would result in Section 3.1a duplication of benefits or (y) such service was not recognized under the corresponding benefit plan.

Employees. 8.1 The Parties acknowledge (a) Seller is in compliance in all material respects with all Laws respecting employment practices. Seller is not a party to or bound by any labor Contract, collective bargaining agreement, letter of understanding, or any other Contract, formal or informal, with any labor union or organization, nor is any such Contract expired, in effect or being negotiated by or on behalf of Seller. None of Seller's employees represented by any labor union or organization, nor to Seller's knowledge, has Seller received written notice or other communication that a union claims to represent any of the employees of Seller, and no union has made such a claim to Seller within the last five years. No representations have been made by Seller to any of its employees with respect to Acquisition Sub's or Parent's intentions to employ Seller's employees; provided, however, that during the pre-Closing period, Seller may advise its employees that Parent and Acquisition Sub have no obligation to offer employment to Seller's Business Employees' contracts of employment shall automatically transfer . (b) There are no controversies pending or, to the Purchaser pursuant knowledge of Seller, threatened between Seller and any of its employees, except for such controversies that have not had and could not reasonably be expected to have, individually or in the Transfer aggregate, a Material Adverse Effect. (c) Seller is not engaged in any and has not been charged with any unfair labor practice of Undertaking any nature. (Protection of Employmentd) Regulations 1981 (as amended) (the “Regulations”). AdditionallySince December 16, the 1999, Seller acknowledges that has not effectuated (i) no employee a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act ("WARN ACT"), affecting any site of the Purchaser has an employment agreement; and or one or more facilities or operating units within any site of employment or facility of Seller or (ii) no employee a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Seller; nor has Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign Law or regulation similar to the WARN Act. To the knowledge of Seller, Seller's employees have not suffered an "employment loss" (as defined in the WARN Act) in the previous ninety (90) calendar days. Seller has complied in all material respects with its obligations under the WARN Act, or any similar local, state or foreign Law and shall be granted an employment agreement. 8.2 The Purchaser shall be solely liable and responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Dateany debt, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations obligation contribution or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise Liability arising from any failure by the Seller to comply fully with its obligations made the WARN Act or contemplated by the Regulationsany similar local, state or foreign Law. 8.7 The (e) Seller undertakes to authorise and hereby authorises each has not received written notice of the Employees intent of any federal, state, local or foreign Governmental or Regulatory Authority responsible for the enforcement of labor or employment Laws to disclose conduct an investigation with respect to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doingand, to Seller's knowledge, no such investigation is in progress. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that Effective as of the Employees' contracts of Closing, the Buyer shall offer employment shall automatically transfer to the Purchaser pursuant to employees of the Transfer of Undertaking (Protection of Employment) Regulations 1981 (Transferred Antibody Collection Business listed on Schedule 4.9 hereto at the same salary or wage rates as amended) (the “Regulations”). Additionally, are in effect under such employees' employment with the Seller acknowledges that (i) no employee on the Closing Date and shall, for a period of not less than six months, provide the Purchaser has an employment agreement; and (ii) no employee employees who accept such offers with the benefits described in Schedule 7.2 attached hereto. Such employees shall receive full credit for years of service with the Seller or any subsidiary of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions Date for all purposes under the claim(s) arise before Buyer's employee benefit plans and programs. The Buyer may contact and hold discussions with such employees prior to the Closing Datewith respect thereto. With respect to such employees listed on Schedule 4.9, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and (i) salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes attributable to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the service with Seller prior to the Closing Date. 8.6 All the obligations of the Seller Closing, and (ii) severance benefits, if any, due and payable under any severance benefit plan or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged contract maintained by the Seller and the Seller Buyer shall indemnify have no responsibility therefor. The Buyer shall offer enrollment in its existing medical and dental plans, waive any enrollment period and pre-existing conditions requirements imposed by the Purchaser from Buyer with respect to such plans, and against provide immediate medical and dental coverage to the extent presently provided for in such medical and dental plans to all employees hired by the Buyer and to such employees' dependents. Notwithstanding the foregoing, nothing in this Agreement will (a) create any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with obligation on the employment or dismissal of any part of the Employees or any other employee by Buyer to continue the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of for any definite period following the Seller Closing Date or any other person (other than b) preclude Buyer from altering, amending or terminating any of its employee benefit plans or the Employeesparticipation of any of its employees in these plans at any time. It is expressly understood and agreed to by the parties that, except for the Assumed Employee Liabilities, (x) in respect of which the Purchaser is liable Buyer, as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or transactions contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilitiesthis Agreement, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.not assume any

Employees. 8.1 (a) Seller represents and warrants that it has provided Buyer with a list (including title, position and location) of all Business Employees engaged in correspondent relationship management, clearing sales, risk management, compliance and legal, together with details of their base and incentive compensation and benefits. Promptly following the execution of this Agreement, Seller shall provide reasonable access to Buyer to the facilities and the personnel Records of Seller for the purpose of preparing for and conducting employment interviews with certain Business Employees engaged in correspondent relationship management, clearing sales, risk management, compliance and legal except those listed on Schedule 7.4(a). Buyer shall not be obligated to offer employment to any such Business Employee. (b) Buyer may offer employment to any such Business Employee on such terms and conditions as it deems appropriate in its sole discretion, such employment to be contingent upon and effective immediately following the Closing (it being agreed that Seller may also offer to continue the employment of any such Business Employees). The Parties acknowledge that the Employees' contracts Business Employees who accept Buyer’s offer of employment and commence employment with Buyer shall automatically transfer be referred to, collectively, as “Transferred Employees.” Seller shall terminate the employment of all Transferred Employees with Seller effective immediately prior to the Purchaser pursuant Closing. (c) Any and all Liabilities relating to or arising out of the employment, or cessation of employment, of any Business Employee (whether or not a Transferred Employee) on or prior to the Transfer close of Undertaking (Protection of Employment) Regulations 1981 (as amended) (business on the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller Closing Date shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for the sole responsibility of Seller, including wages and undertakes to indemnify and keep other remuneration due through the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements close of the Employees which have accrued prior to business on the Closing Date. 8.3 Unless actions for the claim(s(d) arise before From and after the Closing Date, the Purchaser Buyer shall have no recourse against offer to Transferred Employees such Benefit Plans and arrangements as it deems appropriate in its sole discretion. Buyer shall not assume any Liability under any of the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseBenefit Plans. 8.4 Beginning on (e) All Transferred Employees who are participants in a Seller Benefit Plan that is an employee pension benefit plan shall retain their accrued benefits under such plans as of the Closing Date, the Purchaser and Seller and/or Seller Benefit Plans shall be responsible retain Liability for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar benefits as and to the extent that the same was caused by any act or omission by the Seller prior to when such Transferred Employees become eligible therefor under such plans. All Transferred Employees shall become fully vested in their accrued benefits under Seller’s pension benefit plans as of the Closing Date. 8.6 All the obligations (f) Seller shall be liable for any severance, separation, deferred compensation or similar benefits that are payable under Seller Benefit Plans or Applicable Law (i) to any Person who is or was an employee of the Seller under or in connection and who is not a Transferred Employee, including any Person whose employment with the contracts of employment of the Employees arising in respect of any event or period on or Business was terminated prior to the Closing Date (“Seller Employees”), and (ii) to Transferred Employees, to the extent that such Transferred Employee’s right to severance, separation, deferred compensation or similar benefits arises as a result of the transactions contemplated by this Agreement and the Ancillary Agreements. (g) Seller shall be performed liable for the administration and discharged by payment of all workers’ compensation Liabilities and benefits with respect to (i) Transferred Employees to the Seller and the Seller shall indemnify the Purchaser extent resulting from and against any and all actions, proceedings, costs, claims, expensesevents, demandscircumstances, damagesexposures, awards (whether of compensation conditions or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurrences occurring on or prior to the Closing Date Closing, and (ii) Seller Employees. Buyer shall be liable for which the Purchaser is liable by reason administration and payment of all workers’ compensation Liabilities and benefits with respect to Transferred Employees to the operation of the Regulations extent resulting from claims, events, circumstances, exposures, conditions or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or occurrences occurring after the Closing Date. (h) relate to any contract Seller shall be liable for the administration and payment of employment of any employee of all health and welfare Liabilities and benefits under the Seller or any other person Benefit Plans with respect to (other than any of the Employeesi) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Transferred Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act resulting from claims, events, circumstances, exposures, conditions or omission by the Seller occurrences occurring on or prior to the Closing Date Closing, and (the “Employee Liabilities”ii), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge (a) No later than 20 Business Days after the date of this Agreement, Buyer shall provide to Seller Parent a list of Business Employees that Buyer intends to hire as of the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) Closing Date (the “RegulationsListed Employees”). AdditionallyNo later than 20 Business Days after the date of this Agreement, Buyer or an Affiliate of Buyer shall offer employment, effective as of the Closing Date, to each Listed Employee. Each Listed Employee who accepts such offer of employment and who commences employment with Buyer or an Affiliate of Buyer as of the Closing Date shall be referred to herein as a “Continuing Business Employee.” Buyer shall have sole Liability for any Losses arising out of or resulting from any claims brought by any Business Employee resulting from or attributable to the sharing of information to assist in the selection of those Business Employees to receive offers of employment from Buyer. Buyer will not have any Liability or responsibility for, and Sellers and their Affiliates will have sole Liability and responsibility for, any and all severance pay, change of control amounts and other employment termination or contract obligations for all employees of Sellers or their Affiliates regardless of whether such employees become Continuing Business Employees hereunder; provided, that Buyer will reimburse to Sellers or their Affiliates, as applicable, promptly upon demand, all severance pay amounts actually paid by them in accordance with Sellers’ severance pay policy as set forth on Schedule 6.10(i) to any Business Employee who is not a Continuing Business Employee but is hired by Buyer or its Affiliates at any time prior to the date that is six months after the Closing Date. Sellers will have sole Liability and responsibility for, and shall pay at or prior to the Closing or, with respect to any portion of the compensation of such Business Employee, on the applicable employer’s next regularly scheduled compensation date applicable to such compensation, all base salary, commissions, incentive, performance or other bonuses, paid time-off and other amounts payable (or to become payable) to any Continuing Business Employee in respect of services performed or paid time-off accrued at any time on or prior to the Closing Date. Nothing in this Agreement shall preclude Seller acknowledges or its Affiliates from terminating the employment of any Business Employee for cause prior to the Closing, nor, from and after the date on which Buyer offers employment to the Listed Employees as contemplated by this Section 6.10(a), from terminating for any reason any Business Employee who is not a Listed Employee or who is a Listed Employee but does not accept Buyer’s offer of employment. (b) From and after the Closing Date, Buyer shall provide Continuing Business Employees with annual compensation and benefits, including base pay, authorized overtime, bonuses, incentive compensation and benefits that are comparable in the aggregate to the compensation and benefits provided to similarly situated employees of Buyer. (c) With respect to any employee benefit plan maintained by Buyer or any of its Affiliates in which Continuing Business Employees participate after the Closing Date, effective upon the Closing Date, Buyer shall, or shall cause one of its Affiliates to use commercially reasonable efforts to, (i) no employee of the Purchaser has an employment agreement; waive all limitations as to pre-existing conditions or waiting periods, if any, under such Buyer or its Affiliate’s plans in which such Continuing Business Employees may be eligible to participate, and (ii) no employee provide to each Continuing Business Employee credit for all service with Sellers and their Affiliates prior to the Closing Date for purposes of vesting and eligibility (but not for purposes of benefit accrual) under such Buyer or Affiliate’s plans, programs and policies to the extent such Continuing Business Employee would be eligible to participate in such Buyer or Affiliate’s plans, programs or policies. (d) Continuing Business Employees who receive an eligible rollover distribution (within the meaning of section 402(f)(2) of the Code) which constitutes a direct rollover distribution within the meaning of section 401(a)(31) of the Code and regulations thereunder from a Benefit Plan which is a defined contribution plan (the “Seller 401(k) Plan”) shall, subject to the provisions of section 402 of the Code and the terms of the defined contribution plan maintained by Buyer or its Affiliates (the “Buyer 401(k) Plan”), be permitted to make a rollover contribution to the Buyer 401(k) Plan. To extent that, pursuant to the foregoing provisions of this paragraph (d), a Continuing Business Employee is eligible to make a rollover contribution of a direct rollover distribution to the Buyer 401(k) Plan, such rollover contribution may include promissory notes for loans made to such Continuing Business Employee under the terms of the Seller shall be granted an employment agreement401(k) Plan. 8.2 The Purchaser (e) Seller Parent or its Affiliates (other than the Companies) will provide any continuation coverage required under COBRA to each Business Employee (and his or her eligible spouse and dependents) who is a “qualified beneficiary,” as defined in COBRA, whose first “qualifying event,” as defined in COBRA, occurs on or prior to the Closing Date. Buyer, the Companies or one of their Affiliates will provide all COBRA continuation coverage to each Continuing Business Employee (and his or her eligible spouse and dependents) who is a “qualified beneficiary,” as defined in COBRA, whose first “qualifying event,” as defined in COBRA, occurs after the Closing Date. (f) Nothing in this Agreement, express or implied, is intended to be or shall constitute or be construed as, an amendment to or modification of any employee benefit plan or arrangement of Seller Parent, Buyer, the Companies or any of their Affiliates or limit in any way the right of Seller Parent, Buyer, the Companies or any of their Affiliates to amend, modify or terminate any of their respective employee benefit plans or arrangements. (g) Seller Parent or its Affiliates (other than the Companies) shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against compliance with all accrued holiday pay entitlements and accrued holiday entitlements applicable requirements of the Worker Adjustment and Retraining Notification Act or any similar state law arising out of, or relating to, any actions taken with respect to Business Employees which have accrued at or before the Closing Date. (h) Sellers shall provide commercially reasonable assistance to Buyer in connection with any good faith efforts Buyer may make to enter into reasonably acceptable employment agreements (or amendments to employment agreements), effective as of the Closing Date, with certain key Business Employees designated by Buyer prior to the Closing Date. 8.3 Unless actions for the claim(s(i) arise before Buyer shall provide any Continuing Business Employee whose employment with Buyer or its Affiliates is terminated by Buyer or its Affiliates within one year of the Closing Date, with severance benefits which are no less than the Purchaser shall severance benefits such Continuing Business Employee would have no recourse against the Seller in respect of any claim made received if such Continuing Business Employee had remained employed by or in relation to the Employees whether Sellers and had been terminated by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning Sellers on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any date such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Continuing Business notwithstanding any term of his or her Employee’s employment with the Seller (whether express Buyer or implied) which would otherwise preclude him its Affiliates is terminated by Buyer or her from so doingits Affiliates under Sellers’ severance pay policy as set forth on Schedule 6.10(i). 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Solely with respect to Business Employees resident in the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that United States: (i) no employee Promptly following the execution of this Agreement, Seller shall provide reasonable access to Buyer to the Purchaser has an facilities and the non-private personnel records of Seller for the purpose of preparing for and conducting employment agreement; and interviews with Business Employees. Buyer shall not be obligated to offer employment to any Business Employee. (ii) Buyer may offer employment to any Business Employee on such terms and conditions as it deems appropriate in its sole discretion, such employment to be contingent upon and effective immediately following the Closing. The Business Employees who accept Buyer’s offer of employment with Buyer shall be referred to, collectively, as “Transferred Employees.” Seller shall terminate the employment of all Transferred Employees with Seller or a Seller Subsidiary effective immediately prior to the Closing; provided that Buyer shall provide Seller with a notice no employee less than 7 days prior to the Closing Date identifying each of the Seller Transferred Employees. (iii) Any and all Liabilities relating to or arising out of the employment, or cessation of employment, of any Business Employee (whether or not a Transferred Employee) on or prior to the close of business on the Closing Date shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for the sole responsibility of Seller including wages and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued other remuneration due on or prior to the close of business on the Closing Date. 8.3 Unless actions for the claim(s(iv) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies From and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, Buyer shall offer to Transferred Employees such Benefit Plans and arrangements as it deems appropriate in its sole discretion. Buyer shall not assume any Liability under any of the Seller Benefit Plans or Foreign Plans. (v) Seller shall at all times retain Liability for the payment of contributions and benefits under all Seller Benefit Plans. (vi) Seller and its ERISA Affiliates shall retain and perform all obligations under Section 4980B of the Code ("COBRA"), including COBRA Stimulus rules, with respect to all Business Employees and their covered dependents on the Closing. (vii) Except as expressly set forth in this Section 7.4 with respect to Transferred Employees, Buyer shall have no obligation with respect to any Business Employee Liabilities or any other employee of Seller. (viii) Nothing in this Agreement confers upon any Business Employee or Transferred Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Section 7.4. Nothing in this Agreement shall be subject limit the right of Buyer to terminate or reassign any Transferred Employee after the Offset defined Closing or to change the terms and conditions of his or employment in Section 3.1any manner.

Employees. 8.1 The Parties acknowledge During the period between the date hereof and the Closing Date, Seller and the Stockholders shall use their commercially reasonable efforts to ensure that all employees currently employed by the Employees' contracts Company will be available for transfer to and employment by Purchaser. On and as of the Closing Date, Purchaser shall offer employment to, and become the employer of, all employees of the Company listed on Exhibit 1(Q) who accept such offer of employment. Seller shall, at the time and in the manner requested by Purchaser, inform all Transferred Employees of the termination of their employment by the Company. Purchaser and Seller shall then promptly notify the Transferred Employees of Purchaser's offer of employment as of the Closing Date. Nothing in this Agreement shall automatically transfer be construed so as to entitle any employee to severance or other similar pay under any agreement or understanding with Seller. Any and all present or former employees of the Company not hired by Purchaser, either as of the Closing or subsequent thereto, shall remain the sole responsibility of the Company. Seller shall indemnify and hold Purchaser harmless from all liabilities, obligations and expenses, which may be suffered by Purchaser as the result of any claim against Purchaser by any such employee. Seller and the Stockholders shall be solely responsible for any liabilities, obligations and expenses, which may be suffered by Seller, the Stockholders or Purchaser as the result of claims arising out of or relating to the termination by Seller of Transferred Employees or any other employees, or the termination of any plans or benefits applicable to any of them. Without limiting the foregoing, Purchaser pursuant to will not assume, and Seller and the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that Stockholders shall indemnify and hold Purchaser harmless against: (i) no employee Disability, health and medical, life, safety and workers' compensation claims of the Purchaser has an employment agreement; and (ii) no employee present or former employees of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified arising from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued acts or occurrences prior to the Closing Date.; 8.3 Unless actions (ii) NLRB or employment discrimination or grievance charges of present or former employees arising during employment by Seller or from the Company's acts or omissions prior to the Closing Date; (iii) Savings, profit sharing, deferred compensation, incentive, bonus and termination pay payable to the Company's employees for service with the Company prior to the Closing Date; and (iv) Any Liabilities or obligations to present or former employees of Company based on act or omissions of the Company or the Stockholders prior to the Closing Date. Seller and the Stockholders shall be responsible for the claim(sitems listed in clauses (i) arise through (iv) above, whether or not claims or charges with respect thereto were asserted before the Closing Date, or the employees of the Company to which the item relates became employees of Purchaser. Purchaser shall have no recourse against indemnify and hold Seller and the Stockholders harmless from all Liabilities, obligations and expenses which may be suffered by Seller and the Stockholders in respect of connection with any claim made by or in relation to the Transferred Employees whether by virtue as a result of the assumption actions of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to after the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) SELLER will, within five days of the Execution Date, provide BUYER with a list of certain of the employees who are assigned on a full time or primary basis to the operations of one or more of the Controlled Entities (the “Business Employees' contracts ”) and, with respect to each Business Employee, the Business Employee’s name, title, compensation, date of hire, start date of current position, all benefits offered by SELLER to each Business Employee, his or her accrued and unused vacation time as of the date when such list is provided, and incentive targets. (b) BUYER, or an Affiliate of BUYER, may hire certain Business Employees following interviews with the Business Employees. BUYER has the right to interview the Business Employees during normal working hours (including onsite interviews) consistent with the operating requirements of the Controlled Entities, applicable Law and, with the written permission of each such employee, may review and retain copies of personnel records. No later than 30 days after the Execution Date, BUYER will deliver to SELLER a written list containing the name and proposed offer (including base pay and benefits) of all of the Business Employees to whom BUYER wishes to make offers of employment. Business Employees who accept the BUYER’s offer of employment shall automatically transfer to the Purchaser pursuant to the Transfer be considered employees of Undertaking (Protection BUYER, or an Affiliate of Employment) Regulations 1981 (Buyer, as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an Closing Date and their employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning DCP terminated on the Closing Date, the Purchaser shall be responsible for the payment of all wages . The Business Employees who accept and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her actually commence employment with the Seller (whether express BUYER, or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilitiesan Affiliate of Buyer, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to on the Closing Date (unless the Parties mutually agree to a later commencement date) are hereinafter collectively referred to as the “Employee LiabilitiesContinuing Employees.”) (c) Except as otherwise provided for in this Agreement, arise on or after SELLER is responsible for all compensation and benefits owing to Business Employees up to the Effective Closing Date, and BUYER is not responsible for the Employee Liabilities shall foregoing. Should a Claim be subject to the Offset defined in Section 3.1made against BUYER for such compensation and benefits, SELLER will indemnify BUYER and hold it harmless against such Claims, including, but not limited to, damages, penalties, reasonable attorneys’ fees, costs or interest.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or 3.1 If Client exercises its option in relation to the Relevant Employees whether the provisions of this paragraph 3 shall apply. 3.2 The Contractor shall, in accordance with reasonable directions to be provided by virtue Client, allow up to 10% of the assumption Assistant Managers and below and 10% of Undertakings the Managers and above who are Relevant Employees as Client shall specify (Protection of Employmentthe “Chosen Relevant Employees”) Regulations 1981, to be offered employment by Client upon substantially the Collective Redundancies same terms and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseconditions as are in effect at that time with the Contractor. 8.4 Beginning on the Closing Date, the Purchaser 3.3 The Contractor shall do all things and take such reasonable action as shall be responsible for reasonably requested by Client to encourage the payment of Chosen Relevant Employees to transfer their employment to Client with effect from the Transfer Date and the Contractor and its Affiliates shall not following the Transfer Date make any offer to or approach all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar Chosen Relevant Employees to solicit or engage their services as employees or agents and shall not engage the services of any Chosen Relevant Employee as an employee or otherwise for a period of 12 months following the Transfer Date. 3.4 All the Emoluments and Employment Liabilities relating to the extent that Chosen Relevant Employees who transfer shall be borne by the same was caused by any Contractor up to and including the Transfer Date, and Emoluments and Employment Liabilities in relation to the Chosen Relevant Employees arising after the Transfer Date (other than due to some act or omission on the part of the Contractor) shall be borne by Client and shall if necessary be apportioned on a time basis. 3.5 In consideration of the Seller prior transfer of the Chosen Relevant Employees Client shall, subject as stated, on the first Business Day being at least 32 days after the Transfer Date pay to the Closing Date. 8.6 All Contractor the obligations appropriate sum specified below in relation to each full time equivalent (“FTE”) in time of the Seller under Chosen Relevant Employees who accept employment with Client (or in connection its nominee) and are still employed by Client (or its nominee) and have not given notice to terminate such employment 30 days later. Such FTE shall be calculated by reference to the average working hours with the contracts Contractor for each Relevant Employee that transfers to Client over the three month period preceding the date of employment of the Employees arising in respect of any event transfer. The appropriate sum per Chosen Relevant Employee is: Agent, Supervisor, floorwalker or period on QA £ 2,500 Manager, vice president or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.vice president £ 7,500

Employees. 8.1 (a) The Parties parties acknowledge that and agree that, pursuant to the Employees' TUPE Regulations, the contracts of employment shall automatically transfer between the Vendor and each of the Employees will (subject to the Purchaser pursuant to provisions of sub-clause 12.5) have effect from the Transfer of Undertaking Date as if made originally made between Hillgate and each Employee; (Protection of Employmentb) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller The Vendor acknowledges and warrants that (i) no employee it has complied with Regulation 10 of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreementTUPE Regulations. 8.2 12.2 The Purchaser Vendor shall be responsible for and undertakes to fully indemnify and keep the Seller Purchasers indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenseslosses, demandsliabilities, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order fines and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and expenses which the Purchasers may incur in relation to any liability Employee or any other person employed in the Business prior to pay accrued holiday pay) whichthe Transfer Date: 8.6.1 relate to or arise (a) arising out of or in connection with the employment any claim made by or dismissal on behalf of any of the Employees or any other employee person which relates to his employment by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or Vendor prior to the Closing Transfer Date for which where such claim arises from the Purchaser is liable by reason failure of the operation Vendor to act as a reasonably prudent and responsible employer would have done towards his employees or where the Vendor has failed to follow any applicable regulations or laws relating to its employees to its knowledge and notwithstanding the generality of this clause and withou limit any claim which arises by the failure of the Regulations or Vendor to pay any sums which should in accordance with its customary practise have been paid up to the Transfer Date including without limitation, all wages and salaries, sick pay, maternity pay, any liability to taxation, bonus, expenses, commissions, Profit Related Pay and other measure having the force of law; or 8.6.2 (whether or not sums payable in respect of any period up to the Transfer Date; (b) arising out of or in connection with a period before dismissal, redundancy or after termination of employment by the Closing DateVendor of any employee and which the Purchasers may incur pursuant to the TUPE Regulations; and (c) relate to any contract incurred by the Purchasers in the dismissal, redundancy or termination of employment of any employee of the Seller or any other person (other than any an Employee) whose employment transfers to the Purchasers as a consequence of the Employees) TUPE Regulations; 12.3 The Purchasers shall indemnify and keep the Vendor indemnified against all costs, claims, losses, liabilities and expenses whatsoever arising out of or in respect of which the Purchaser is liable as a result of the Regulations connection with any claim made by or Directive 77/187 of the Council of European Communities or the termination on behalf of any such contract (and in this connection the Purchaser shall terminate such contacts of Employee which relates to his employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser Purchasers after the Closing Transfer Date all information in and also to his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Transfer Date (where such claims, losses, etc, directly relate to matters which would have occurred even if the “Employee Liabilities”), arise on or Vendor had acted as a reasonably prudent and responsible employer and had abided by all relevant rules and regulations in relation to such employees. 12.4 As soon as reasonably practicable after Completion the Closing Date, the Employee Liabilities parties shall be subject together deliver to the Offset defined Employees a letter, in Section 3.1the agreed form, between them notifying the Employees of the transfer of their employment to the Purchasers. 12.5 The parties acknowledge and agree that after Completion the Purchasers shall have no responsibility or liabilities whether past, present or future to either the Vendor or Xx Xxxxxxxx under the Pension Scheme and the Vendor and Guarantors agree to indemnify and keep indemnified the Purchasers against any such liabilities or responsibilities.

Employees. 8.1 (a) The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee employees of the Seller who are assigned to the Branches, including regular part-time employees and employees then on vacation, sick leave, temporary leave of absence for medical purposes or on short-term disability (the "Employees") as of the Closing Date, are listed on the attached Schedule 2.7(a). The Seller shall be granted introduce the Purchaser to the Employees as soon as practicable after the execution of this Agreement. Subject to review of such information as Purchaser may request of such Employees and interviews with the Employees, the Purchaser shall determine which Employees to whom it shall make an employment agreementoffer of employment. Any Employees who receive such an offer and accept it are referred to as "Hired Employees." 8.2 (b) The Purchaser Seller shall be responsible for the filing of Form W-2s with the Internal Revenue Service and undertakes any required filing with state tax authorities with respect to indemnify wages and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued benefits paid to each such Employee for periods ending on or prior to the close of business on the Closing Date. 8.3 Unless actions (c) The Purchaser shall grant to the Hired Employees credit for their respective service with the Seller (including the Seller as successor in interest by merger) for purposes of determining their participation, eligibility and vesting rights, but not for purposes of benefit accrual, in any pension, thrift, profit-sharing, life insurance, disability and other employee benefit plans or programs now or hereafter maintained by or on behalf of the Purchaser, and with regard to any medical insurance plan covering the Purchaser's employees, there shall be an open enrollment period for the claim(sHired Employees who have been employed by the Seller for a period of more than twelve (12) arise before months without regard to any preexisting conditions of such Hired Employees or their dependents consistent with the requirements of the Health Insurance Portability and Accountability Act of 1996. (d) Prior to the Closing Date, the Seller shall afford the officers and authorized representatives of the Purchaser access to the Employees for interviews and training purposes, at the Purchaser's sole expense, at reasonable times without interfering with the Branches' normal business and operations. (e) Seller shall comply with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), for all of Seller's former employees and other qualifying beneficiaries for whom COBRA qualifying events occurred before or coincident with the Closing Date, and Purchaser shall have no recourse against the Seller in respect of responsibility for any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisesuch coverage. 8.4 Beginning on the Closing Date, the (f) Purchaser shall be responsible for the payment of all wages and salaries duenot assume any accrued vacation or sick days, any related pay-as-you-earnseverance benefits, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having benefits or liabilities of Seller owed to any Employee by Seller as of (and including) the force of law; or 8.6.2 (whether or not in respect of a period before or next regularly scheduled pay date after the Closing Date) relate to any contract of employment of any employee of . Seller shall pay the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of Hired Employees any such contract (and in this connection benefits to which they are entitled on the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or next regularly scheduled pay date after the Closing Date, except for any accrued, but unused, sick days. In determining the length of a Hired Employee's vacation, Purchaser shall treat the Hired Employee's service with Seller as if it were service with Purchaser. (g) Seller's employee benefit plans shall retain responsibility for all claims incurred by Employees prior to the date they become Hired Employees. For purposes of this paragraph, a claim shall be deemed to have been incurred when the medical or other service giving rise to the clam is performed, except that disability claims shall be deemed to have been incurred on the date the Employee Liabilities becomes disabled. (h) It is understood and agreed that (i) Purchaser's employment of any Hired Employee as set forth in this Section 2.7 shall not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (ii) employment offered by Purchaser is "at will" and may be terminated by Purchaser or by a Hired Employee at any time for any reason (subject to any written commitments to the contrary made by Purchaser or a Hired Employee and subject to any legal requirement). Nothing in this Agreement shall be subject deemed to prevent or restrict in any way the Offset defined right of Purchaser to terminate, reassign, promote or demote any of the Hired Employees after the Closing Date or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment of such Hired Employees. Nothing in Section 3.1this Agreement shall be construed as requiring any compensation or employee benefit plan, program or arrangement to be maintained by Purchaser for any Hired Employee at, or for any specified period after, the Closing Date.

Employees. 8.1 The Parties acknowledge that (a) At Closing, Seller shall terminate all of its employees. Purchaser shall not be obligated to hire any of Seller’s former employees. As of the Closing, Purchaser may offer employment to Seller's former employees regularly employed in the Business ("Current Employees' contracts "). Seller shall provide Purchaser with access to the Current Employees no later than fourteen (14) days prior to the Closing Date to discuss employment matters. Any offers of employment shall automatically transfer will be contingent upon the Closing and satisfaction by those Current Employees receiving employment offers of Purchaser’s normal employment standards and required training. Current Employees who accept offers of employment from Purchaser are hereinafter referred to the Purchaser pursuant as "Hired Employees"; (b) Seller represents that it has obtained Forms I-9 from all of its Current Employees as required by law prior to the Transfer of Undertaking Closing; (Protection of Employmentc) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The pay all Employees for or make provision for all work performed as employees through the Closing Date and for all vacation earned or accrued and not taken before the Closing Date, and shall otherwise discharge all of its obligations to its Employees, including its obligations to such Employees under the Benefit Plans. Purchaser shall be responsible have no Liability for and undertakes any wages, vacation pay, sick pay, pension, sales or management incentives or bonuses, profit sharing, welfare or other benefit owed to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued any Employee that relates to service as an Employee prior to the Closing Date., except as provided in this Section 5.5; 8.3 Unless actions for the claim(s(d) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible liable for the payment all costs compensable under any applicable Workers' Compensation law attributable to any illness of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes injury to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands an Employee arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date . Purchaser shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against liable for all costs compensable under any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and applicable Workers' Compensation law attributable to any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out illness of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate injury to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands Hired Employee arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date; (e) Schedule 5.5(e) contains a complete and accurate list of the following information for each employee, director, independent contractor, consultant and agent of Seller, including each employee on leave of absence or layoff status: employer; name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since January 1, 2010; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Benefits Plan, or any other employee or director benefit plan; (f) Schedule 5.5(f) states the Employee Liabilities shall be subject number of employees terminated by Seller since January 1 2010, and contains a complete and accurate list of the following information for each employee of Seller who has been terminated or laid off, or whose hours of work have been reduced by more than fifty percent (50%) by Seller, in the six (6) months prior to the Offset defined date of this Agreement: (i) the date of such termination, layoff or reduction in Section 3.1hours; (ii) the reason for such termination, layoff or reduction in hours; and (iii) the location to which the employee was assigned.

Employees. 8.1 (a) The Parties acknowledge that Seller has provided the Purchaser with a true, correct and complete list of all of the employees of the Business indicating the rate of pay of each such employee during the twelve months preceding the date hereof and the status of each such employee as active, on leave, full-time, part-time or otherwise. (b) Except for the employees set forth on the "Excluded Employees Schedule" attached hereto (the "Excluded Employees"), the Purchaser will offer at-will employment to all active full-time employees of the Business as of the Closing Date (the "Continuing Employees") on terms and conditions which, in the aggregate, are substantially equivalent to those applicable to such persons' contracts terms and conditions of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, with the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued immediately prior to the Closing Date. Nothing in this Section 9.11 shall obligate the Purchaser to continue to employ any Continuing Employee for any period of time. 8.3 Unless actions for the claim(s(c) arise before the Closing Date, the Purchaser shall have no recourse against the The Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall will be responsible for and shall pay (and the payment of all wages and salaries due, any related Stockholder shall cause the Seller to pay-as-you-earn, National Insurance or deductions in respect ) to the employees of the Employees. 8.5 The Seller undertakes to indemnify Business (i) all amounts of wages, bonuses and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever other renumeration (including, without limitation, national insurance discretionary benefits and pension entitlements and any liability bonuses) payable to pay accrued holiday pay) which: 8.6.1 relate such employees with respect to or arise out of or in connection with the employment or dismissal of any of period ending on the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or day prior to the Closing Date for which Date, (ii) any workers' compensation claims, amounts payable under Plans maintained by the Purchaser is liable Seller and other amounts payable on an ongoing basis to such employees in connection with events or incidents occurring prior to the Closing Date, except to the extent that such amounts are paid under insurance, (iii) amounts equal to the vacation pay, sick leave pay and floating holiday pay earned or accrued by reason such employees as of the operation close of business on the Regulations or other measure having the force of law; or 8.6.2 (Closing Date, whether or not in respect of a period before such pay is vested or after has been accrued on the Closing Date) relate to any contract of employment of any employee books of the Seller or any other person Business at such close of business, based upon the remuneration of such employees, normally used in computing such vacation pay, sick leave pay and floating holiday pay and (other than any of the Employeesiv) in respect of which the Purchaser is liable all severance payments, if any, due to such employees as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her their employment with the Seller. Seller shall also be responsible for and shall pay any related payroll burden (whether express or impliedincluding, without limitation, FICA and other employment taxes) which would otherwise preclude him or her from so doingwith respect to payments made under this Section 9.11(c). 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge (a) Promptly following entry of the Sale Order, Seller shall provide Purchaser with access to all Employees upon the terms and conditions set forth in this Agreement. Purchaser shall be entitled to conduct one-on-one meetings with select employees employed by Seller in connection with the Business on or after the entry of the Sale Order at such times as Purchaser shall reasonably request, and at such location in Miami, Florida and Ft. Pxxxxx, Florida as shall be reasonably acceptable to Purchaser and Seller. In connection therewith, Seller shall provide Purchaser with access to complete personnel files of all employees employed by Seller, provided such access and disclosure does not violate any Laws. Following entry of the Sale Order, the parties may mutually agree that Seller provide Purchaser with space at the Real Property upon which Purchaser may establish an information center to be staffed and equipped by Purchaser at its sole cost and expense. After entry of the Sale Order, Purchaser shall also be entitled to make general distributions to all Employees of newsletters, brochures and other information relating to this transaction and their operations and the operations of their Affiliates. Such distributions may include distributions through the information center or by direct mail to the Employees' contracts of employment shall automatically transfer . Within fifteen (15) days prior to the Closing, Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the shall provide Seller acknowledges that (i) no employee a written list of all Employees of Seller that Purchaser intends to continue to employ immediately after the Purchaser has an employment agreementClosing (collectively, the “Continuing Employees”); and (ii) no employee a written list of all Employees that Purchaser does not intend to retain as of the Closing (collectively, the “Affected Employees”). Seller shall not be granted an employment agreement. 8.2 The Purchaser shall be responsible liable for and undertakes any severance, vacation pay, or accrued compensation relating to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the any Continuing Employees which have accrued or Affected Employees for services rendered prior to the Closing Date. 8.3 Unless actions for . While it is the claim(s) arise before current intention of Purchaser to continue to employ the Closing DateContinuing Employees on an at-will basis following the Closing, the parties acknowledge and agree that Purchaser shall have no recourse against the right to terminate any such Continuing Employee at any time at or after the Closing. Seller in shall not interfere or compete with Purchaser with respect to the employment of any claim made Employee by or in relation Purchaser after the Closing, and shall cooperate with Purchaser with respect to the employment of Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisePurchaser. 8.4 Beginning (b) Notwithstanding anything to the contrary in this Article IV, Purchaser agrees to continue the employment of a certain amount of Employees of Seller at the Closing so that a WARN Act notification shall not be required to be issued by Seller. Seller shall provide to Purchaser, (i) within twenty (20) days but no later than ten (10) days prior to the Closing; and (ii) on the Closing Date, the Purchaser shall be responsible for the payment a list of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect full time employees (as such term is defined under the WARN Act) of Seller whose employment has been terminated during the Employeesninety (90) day period prior to each such date. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from (c) On or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable soon as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or reasonably practicable after the Closing Date, Seller shall (i) cause the Employee Liabilities shall be subject trustee of the Seller 401(k) Plan (the “Seller 401(k) Plan”) to segregate the assets of the Seller 401(k) Plan representing the full account balances of Continuing Employees as of the Closing Date, (ii) make any and all filings and submissions to the Offset defined appropriate Governmental or Regulatory Authorities arising in Section 3.1connection with such segregation of assets and (iii) make all necessary amendments to the Seller 401(k) Plan and related trust agreement to provide for such segregation of assets and the transfer of assets as described below. As soon as practicable (but no later than thirty (30) days) after the Closing Date, Purchaser shall establish or designate an individual account plan for the benefit of Continuing Employees (the “Purchaser 401(k) Plan”), shall use commercially reasonable efforts to take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and make any and all filings and submissions to the appropriate Governmental or Regulatory Authorities required to be made by it in connection with the transfer of assets described below. As soon as practicable (but no later than sixty (60) days) following the Closing Date, Seller shall cause the trustee of the Seller 401(k) Plan to transfer in the form of cash the full account balances of the Continuing Employees under the Seller 401(k) Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Closing Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Continuing Employees occurring during the period from the Closing Date to the date of transfer described herein, to the appropriate trustee as designated by Purchaser under the trust agreement forming a part of Purchaser 401(k) Plan.

Employees. 8.1 The Parties acknowledge that the Employees' contracts (a) Except as set forth on Schedule 7.9(a), Buyer shall extend offers of employment shall automatically transfer as of the Closing Date to each of the Purchaser pursuant to Seller Employees (defined as of such date not as of the Transfer date of Undertaking this Agreement) as of such date (Protection of Employment) Regulations 1981 (as amended) (such employees, the “RegulationsPotential Employees”). AdditionallySeller shall reasonably assist, and shall reasonably cause its Affiliates to assist, Buyer’s solicitation of Potential Employees to accept employment with Buyer or Affiliates of Buyer. For the avoidance of doubt, Potential Employees shall include any Seller acknowledges Employees (as defined herein) who are on any approved leave of absence or who are on short-term or long-term disability as of the Closing Date, provided, however, that Buyer shall offer employment to such Potential Employees commencing as of the date on which the leave ends or the disability ends, as applicable. (b) Buyer agrees that, with respect to each such Potential Employee, Buyer shall (i) no employee of the Purchaser has an employment agreement; and make such offer at least fifteen (ii15) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued days prior to the Closing Date, and (ii) offer to such individual (A) base salary that is no less than the annual base salary or hourly wage in effect for such Potential Employee as of the Effective Time and (B) annual incentive compensation and health and welfare benefits that are no less favorable, in the aggregate, to the incentive compensation and health and welfare benefits offered by Buyer to similar level employees within Buyer’s workforce as of the date of Buyer’s offer to such Potential Employee. Potential Employees who accept offers of employment by Buyer prior to the Closing Date and become employees of Buyer or any of its Affiliates by reporting for work with Buyer or any of its Affiliates on the first Business Day following the Closing Date or within five (5) Business Days after the Closing Date (or such date they were scheduled to return to work from their illness, disability, leave of absence or vacation) as may be applicable to Potential Employees shall be referred to herein as “Retained Employees. 8.3 Unless actions for the claim(s) arise before ” All Retained Employees will be removed from Seller’s payroll effective as of the Closing Date, the Purchaser shall have no recourse against the Seller in respect . Potential Employees who are on approved leave of any claim made by absence of short-term or in relation to the Employees whether by virtue long-term disability as of the assumption Closing Date and who accept offers of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 employment by Buyer or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller its Affiliates prior to the Closing Date. 8.6 All , conditioned upon their return to active service within six (6) months following the obligations Closing Date, and who become employees of Buyer or any of its Affiliates following the later of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to first Business Day following the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards three (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay3) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or Days after the Closing Date, the Employee Liabilities shall be Retained Employees as of their first day of employment with Buyer or any of its Affiliates. (c) At Closing, all wages and salaries, workers’ compensation payments and other accrued benefits and social security and unemployment taxes of employees of the Business (including Retained Employees) shall be paid by Seller for the period prior to and including the Closing Date. In addition, Seller shall (i) at Closing pay all performance and incentive bonuses and annual bonuses that a Retained Employee would otherwise be entitled to under any existing formula based performance or incentive agreement or other existing formula based bonus policy or arrangement applicable to such Retained Employee as though such Retained Employee shall have completed his or her service for the current annual or other period as to which such bonus relates (and a copy of such computation shall be delivered to Buyer at least three (3) Business Days prior to the Closing Date), (ii) at Closing terminate its life insurance plans as well as the Seller FSA, in each case subject to any post-termination rights of the Offset Retained Employees under Applicable Laws, and (iii) after expiration of the COBRA Transition Period terminate, and for such COBRA Transition Period continue to maintain, its Employee Benefit Plans that are medical, dental, or vision plans (or other programs for which COBRA (or similar state law) continuation coverage is generally available). For the avoidance of doubt, from and after the Closing Date through the remainder of calendar year 2016 (or if the Closing has not occurred by December 31, 2016, then until the last day of the calendar month in which Closing occurs or, if later, through the first date that Retained Employees are eligible to participate in the Buyer’s or its Affiliates’ medical, dental and vision (or other continuation coverage eligible) plans (the “Covered Plans”)) (such period, the “COBRA Transition Period”), Buyer will pay or reimburse the Retained Employees for 100% of the COBRA continuation coverage premiums in respect of such Retained Employee’s continuation coverage under the Seller’s plans, as elected, during the COBRA Transition Period so long as the Retained Employee continues employment with the Buyer or its Affiliates during such period. The Retained Employees shall be eligible for participation and coverage under the Buyer’s or its Affiliates’ (i) Covered Plans after the COBRA Transition Period, and (ii) other welfare plans that are not Covered Plans following the Closing Date, , subject in all cases to the terms of such plans and arrangements maintained by the Buyer or its Affiliates (giving credit for the service of such Retained Employee with Seller). The Seller, for so long as it maintains its plans consistent with the terms of this Agreement, and thereafter the Buyer (or its Affiliates), shall comply or shall cause their insurers to comply with all requirements under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”), in connection with notices of options for continuation of health care coverage under COBRA with respect to any employee of Seller prior to Closing or any qualified beneficiary of such employee (as defined in COBRA). From and after the Closing Date, Buyer shall have sole responsibility under WARN with respect to cessation of the employment with Buyer of any of the Retained Employees. (d) Nothing contained herein shall (i) confer upon any former, current or future employee of Seller or its Affiliates or Buyer or its Affiliates or any legal representative or beneficiary thereof any rights or remedies, including any right to employment or continued employment of any nature, for any specified period, or (ii) cause the employment status of any former, present or future employee of Buyer or its Affiliates to be other than terminable at will. (e) Seller shall waive and cause its Affiliates to waive any noncompetition, nonsolicitation, confidentiality and other restrictions that may be applicable to the Retained Employees that would otherwise limit the scope of the Retained Employees’ services to Buyer or its Affiliates after Closing. (f) The Parties shall (i) treat Buyer as a “successor employer” and Seller as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to all employees of Buyer for purposes of taxes imposed under the United States Federal Unemployment Tax Act and the United States Federal Insurance Contributions Act and (ii) use reasonable best efforts to implement the alternate procedure described in Section 3.15 of Revenue Procedure 2004-53.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) The Seller will terminate all of its employees engaged in the Business as of the Closing Date. It is the intention of the Buyer to hire all of the persons employed by the Seller as of the Closing Date on the same terms and conditions as the other employees of the Buyer and EAE and at the same salaries such persons were being paid by the Seller as of the Closing Date. It is understood, however, that no one will become an employee of the Purchaser Buyer until such person has an employment agreement; completed the normal interview process identical to that required by the Buyer and EAE of all of the Buyer's and EAE's other employees and has executed the Buyer's standard non-disclosure and non-compete agreement for employees of the Buyer. (ii) no employee of the The Seller shall be granted an employment agreement. 8.2 The Purchaser shall be will remain responsible for all liabilities for employee compensation and undertakes to indemnify and keep the Seller indemnified from and against all benefits accrued holiday pay entitlements and accrued holiday entitlements or otherwise arising out of the Employees which have accrued services rendered prior to the Closing Date; provided, however, that the Buyer will pay any amounts due to employees of the Seller as of the Closing Date for any accrued vacation, sick leave or other leave. 8.3 Unless actions for the claim(s(iii) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue All of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission Seller's employees who are terminated by the Seller prior to as of Closing Date and who are hired within 90 days after the date of Closing Date. 8.6 All by the obligations Buyer shall, for the purpose of accruing vacation and sick leave and for other benefits as employees of the Buyer be given credit for the same length of service at the Buyer as they had as employees of the Seller. Notwithstanding the immediately preceding sentence, such former employees of the Seller shall not receive service credit for purposes of eligibility, vesting or accruing benefits under or in connection with the contracts of employment any pension plan of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate Buyer. The Parties intend that no former employees of the Seller will receive any duplication of benefits pursuant to this Section 6(g)(iii). (iv) The Buyer shall take any such actions as are necessary in order to (A) waive any limitations regarding pre-existing conditions and eligibility waiting periods under any Employee Benefit Plan maintained by it or that may apply to the employees of the Seller that will be considered for employment by the Buyer, and (B) provide each employee of the Seller whom the Buyer employs with credit for any other event occurring on or co-payments and deductibles paid prior to the Closing Date for the calendar year in which the Purchaser is liable by reason of the operation of the Regulations Closing Date occurs, in satisfying any applicable deductible or other measure having the force of law; or 8.6.2 (whether or not out-of-pocket requirements under any Employee Benefit Plans that such employees are eligible to participate in respect of a period before or after the Closing Date. (v) relate The Seller shall work in cooperation with the Buyer to encourage all of its employees to begin the Buyer's customary employment application process and accept employment with the Buyer. (vi) For greater certainty, the Buyer shall have no obligations to or any contract of employment of liability for any employee of the Seller or any other person (other than any who does not accept an offer of employment from the Employees) in respect of which Buyer, and the Purchaser is liable as a result of Seller and the Regulations or Directive 77/187 of Seller Stockholders shall indemnify and hold the Council of European Communities or the termination of Buyer harmless against any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationsliability. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Each Seller shall make all of the Employees' contracts Affected Employees available to Purchasers for interviews and meetings during the period after the date hereof and prior to the Closing Date. A Purchaser or an Affiliate of a Purchaser shall make offers of employment shall automatically transfer to all Affected Employees other than Senior Employees ("OFFERED EMPLOYEES") conditional upon the Purchaser pursuant to Closing and the Transfer passage of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionallyany drug or substance tests required by Law and, the Seller acknowledges that (i) no employee of the Purchaser has an for salary, bonus and job responsibilities substantially similar to those on which they are then employed by a Seller (other than any employment agreement; agreements) and (ii) no with respect to benefits, on the terms and conditions on which similarly situated employees of Purchasers' Parent are employed. Each Seller shall use all reasonable efforts to persuade Offered Employees to accept such offers, shall not take any actions that dissuade any Offered Employee from accepting any such offer, and shall not, and shall not permit any of its Affiliates to, solicit for employment any Offered Employee prior to the Closing. Each Offered Employee who accepts any such offer of employment and who becomes an employee of a Purchaser or any of its Affiliates shall be referred to herein as a "HIRED EMPLOYEE." Effective as of the close of business on the Closing Date, each Seller shall be granted terminate the employment of each Offered Employee who has not otherwise terminated his or her employment with such Seller. After the Closing and until twelve (12) months after the Closing Date, neither Seller shall (and neither Seller shall permit any of its Affiliates to) employ or solicit for employment any Offered Employee who is offered a position with a Purchaser or one of its Affiliates which is generally comparable to such Offered Employee's current position and who does not become a Hired Employee. Nothing in this ARTICLE X shall obligate either Purchaser or any of its Affiliates to retain any Hired Employee as an employment agreementemployee for any period after the Closing or to provide any particular kind of job responsibilities or, except as provided in SECTION 10.1(E) or SECTION 10.2(B) with respect to recognition of past service, to maintain any level of compensation or benefits for any Hired Employee for any period after the Closing. 8.2 The Purchaser (b) With respect to all of its Affected Employees (including Hired Employees), each Seller shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Dateshall pay, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or first regular pay day occurring after the Closing Date, all wages, bonuses, vacation pay, pay for other compensated absences and other remuneration (including mandatory or discretionary benefits) earned or accrued by such employees as of the Employee Liabilities shall be subject to close of business on the Offset defined Closing Date, including any related payroll deductions (such as FICA and any pension or other employee benefit plan contributions and employment Taxes) with respect thereto, regardless of whether such amounts have been accrued on the books of such Seller at the close of business on the Closing Date. (c) Sellers and Purchasers agree that they will not apply the alternative procedure contained in Section 3.1SECTION 5 of Revenue Procedure 96-60.

Employees. 8.1 The Parties acknowledge (a) Excluding employees who are part of a collective bargaining unit, all of whom shall be hired by the Purchaser, not less than five days prior to the Closing, the Purchaser will provide to the Sellers a list of Business Employees that the Employees' contracts Purchaser does not intend to make offers of employment to. Such list will be prepared without any further access to individuals or personnel records than the Purchaser has had prior to the date hereof. The number of individuals on such list will not exceed 10% of the combined number of Business Employees as of the date of this Agreement and will not include a number of the combined number of Business Employees at any single or combined site of employment that would create any obligation or liability to any Business Employee under WARN. (b) The Purchaser will make offers of employment to all of the Business Employees that are not on the list provided pursuant to Section 6.8(a) to commence effective upon the Closing. Such offer of employment shall automatically transfer be at comparable wage rates or base salary and bonus levels as are identified in Section 4.16(a), and, if at a location different from the Business Employee’s current location of employment with the applicable Seller, at a commuting distance no greater than 50 miles farther each way than the Business Employee’s current commuting distance. With respect to each Business Employee who accepts the Purchaser’s offer of employment (a “Transferred Employee”), the Purchaser shall credit periods of service prior to the Closing for purposes of determining eligibility, vesting and benefit entitlement under all compensation and benefit plans, programs and policies maintained by the Purchaser after the Closing. In determining which Business Employees will be offered employment, the Purchaser shall, and shall cause its employers and representatives to, comply with all applicable Laws. Within a reasonable time prior to the Closing, the Purchaser shall provide to the Sellers, in a manner and form satisfactory to the Sellers, the complete terms of offers of employment (including period of employment, location of employment, compensation, benefits, job title and responsibility) that the Purchaser has made or will make to any Business Employee, including copies of any writings directed to such Business Employee, transcripts of any oral presentations or discussions, as well as proof of any acceptance, and subsequent hiring and employment status, of any such Business Employee. Not later than the Closing Date, the Sellers will provide to the Purchaser pursuant such information with respect to each Transferred Employee as may be reasonably necessary to permit the Purchaser to comply with its covenants in this Section 6.8 with respect to the Transfer Transferred Employees. (c) The Purchaser further agrees that it will not engage in any action within 90 days following the Closing that will create any obligation or liability under WARN to any Business Employee or Transferred Employee, including terminating in excess of Undertaking 49 Transferred Employees at any single or combined site of employment, less the number of Business Employees terminated by any Seller at any such single or combined site of employment, other than for cause, in the 90-day period prior to the Closing. (Protection d) Without limiting the scope of Employment) Regulations 1981 (as amended) (the “Regulations”Section 6.8(b). Additionally, the Seller acknowledges Purchaser shall cause each Transferred Employee (and his or her eligible dependents) to be covered on the first day of the calendar month following the Closing by a group health plan (within the meaning of section 5000(b)(1) of the Code) that (i) no employee does not limit or exclude coverage on the basis of the Purchaser has an employment agreement; and any pre-existing condition of such Transferred Employee or dependent, (ii) no employee provides each Transferred Employee full credit, for the year during which the Closing occurs, with any deductible already incurred by a Transferred Employee under the Sellers’ group health plan and with any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the Sellers’ or the Purchaser’s group health plan, and (iii) except as set forth in Section 6.8(d) of the Seller Disclosure Schedule, provides health benefits that are comparable to the benefits identified in Section 4.15(a). The Sellers shall be granted an employment agreement. 8.2 The remain responsible for all claims incurred by Transferred Employees prior to the first day of the calendar month following Closing under the Sellers’ group health plans and the Purchaser shall be responsible for all claims incurred on and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to after the Closing Dateunder its group health plans. For purposes of clarity, a claim shall be considered incurred when the treatment for a given condition is provided, and not when the condition arose. 8.3 Unless actions for the claim(s(e) arise before Effective as of the Closing Date, the Purchaser shall have no recourse against establish a health flexible spending arrangement under Section 125 of the Seller Code (the “Health FSA”) or shall amend its existing Health FSA, to provide coverage to any Transferred Employee who participated in respect of any claim made by or in relation the Sellers’ Health FSA immediately prior to the Employees whether by virtue Closing Date. The Purchaser’s Health FSA will provide the same level of coverage as under the Sellers’ Health FSA, will treat each such Transferred Employee as if his or her participation had been continuous from the beginning of the assumption Seller’s Health FSA’s plan year, will apply such Transferred Employee’s existing salary reduction elections to the Purchaser’s Health FSA and will provide for reimbursement of Undertakings expenses incurred at any time during the remainder of the Sellers’ Health FSA’s plan year (Protection including with respect to claims incurred prior to the Closing Date) up to the amount of Employment) Regulations 1981the Transferred Employee’s election and reduced by amounts previously reimbursed by the Sellers. In the event that, as of the Closing Date, the Collective Redundancies aggregate amount withheld from the Transferred Employees’ compensation with respect to the Sellers’ Health FSA exceeds the amount reimbursed to the Transferred Employees, such excess amount shall be treated as a current liability in the determination of Closing Working Capital and Transfer reduce the amount of Undertakings (Protection the Closing Working Capital. In the event that, as of Employment) (Amendment) Regulations 1999 or arising the Closing Date, the aggregate amount withheld from the Transferred Employees’ compensation with respect to the Sellers’ Health FSA is less than the amount reimbursed to the Transferred Employees, the amount of such deficit shall be treated as a current asset in the determination of Closing Working Capital and increase the amount of the Closing Working Capital. The Sellers will provide the Purchaser with all information reasonably necessary to enable the Purchaser to treat such Transferred Employees as if they participated continuously in the Purchaser’s Health FSA for the calendar year in which the Closing takes place. Notwithstanding the foregoing, this subsection shall not apply to any Transferred Employee who elects to continue coverage under contractthe Sellers’ Health FSA pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, statute, regulation, directive or otherwiseas amended. 8.4 Beginning (f) Effective as of the Closing, the Purchaser shall establish a defined contribution plan with a 401(k) feature, or cause an existing defined contribution plan with a 401(k) feature, to cover the Transferred Employees who are not subject to a collective bargaining agreement. The Purchaser shall permit such Transferred Employees to rollover any distribution from the Sellers’ defined contribution plan to its defined contribution plan. The Purchaser shall permit any Transferred Employee who is a participant in the Sellers’ defined contribution plan and who has a loan outstanding as of the date of the Closing to rollover the note evidencing the loan in-kind, provided that such rollover is made within 60 days following the Closing. (g) With respect to Transferred Employees who are included in any collective bargaining unit covered by a collective bargaining agreement that is set forth in Section 6.8(g) of the Sellers Disclosure Schedule (the “Collective Bargaining Agreements”), on the Closing Date, the Purchaser shall assume the Collective Bargaining Agreements as they relate to such Transferred Employees and shall (or, if applicable, shall cause one of its Subsidiaries to) agree and become party to and be responsible bound by the terms and conditions, including existing seniority dates, of the Collective Bargaining Agreements, including the obligation of the Purchaser to recognize the relevant organization as a collective bargaining agent, the obligation to apply the terms and conditions of the Collective Bargaining Agreements to the Transferred Employees regardless of the number of hours the Transferred Employees are scheduled to work, the duty to continue existing wages, hours and terms and conditions of employment consistent with Sections 8(a)(5) and 8(d) of the National Labor Relations Act, as amended, 29 U.S.C. Sections 158(a)(5) and 158(d), including the obligation to contribute to the Benefit Plans set forth on Section 4.15(a) of the Sellers Disclosure Schedule. (h) The provisions of this Section 6.8 are solely for the payment benefit of all wages the respective parties to this Agreement and salaries duenothing in this Section 6.8, express or implied, shall confer upon any Business Employee, or legal representative or beneficiary thereof, any related pay-as-you-earnrights or remedies, National Insurance including any right to employment or deductions in respect continued employment for any specified period, or compensation or benefits of the Employeesany nature or kind whatsoever under this Agreement. 8.5 The Seller undertakes to indemnify and keep (i) If the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect Sellers as of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether incur Liability for NYT Severance Benefits of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other less than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date $3,000,000 (the “Employee LiabilitiesSeverance Cap”) with respect to Business Employees to whom the Purchaser does not make an offer of employment in accordance with Section 6.8(b) (collectively, “Severance Costs”), arise on or after the Cash Consideration shall be reduced at Closing Dateas set forth in Section 2.5 by the difference between the Severance Cap and the amount of such severance costs (such difference, if any, the Employee Liabilities shall be subject “Severance Adjustment”). Not fewer than two days prior to Closing, the Offset defined in Section 3.1Sellers will provide the Purchaser with a schedule detailing their calculation of the Severance Adjustment.

Employees. 8.1 The Parties acknowledge that (a) Within 10 Business Days after the Employees' contracts date hereof, Seller shall provide to Buyer a list identifying each of employment the employees of Seller or its Affiliates who have been involved in the day-to-day operations of the Company. For each individual so identified, Seller shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that disclose such individual's (i) no employee of the Purchaser has an employment agreement; and name, (ii) no employee title, (iii) description of job responsibilities, (iv) current salary, (v) most recent bonus paid, and (vi) date of hire. Buyer shall, in compliance with applicable law, offer employment to at least 44 of the individuals previously identified by Buyer and Seller, or such other individuals as Buyer and Seller shall mutually agree; such employment to be granted an effective immediately following the Closing and on such terms and conditions as Buyer shall determine it its sole discretion (subject, however, to the next following sentence); provided, however, that Buyer shall be fully entitled to terminate the employment agreementof any or all such individuals, in its sole discretion at any time following the Closing. Notwithstanding the foregoing, each of Buyer's offers of employment referred to in the immediately preceding sentence shall (i) be initially for at least the same base salary as each such individual had been receiving from his employer throughout the six-month period ending immediately prior to the Closing, (ii) for calendar year 2000, provide for at least a reasonably comparable annual bonus opportunity to that which each such respective individual had from his employer in effect for calendar year 2000 and (iii) include employee benefits which are substantially comparable in the aggregate to those provided by Buyer to its other similarly-situated U.S.-based employees. 8.2 The Purchaser (b) Buyer shall be responsible for provide to Seller a list identifying individuals who accept Buyer's offer of employment (the "Transferred Employees") and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements a summary of the Employees which have accrued terms of employment for each Transferred Employee. For purposes of the employee benefit plans to be provided to the Transferred Employees, each such individual's service for Seller or its Affiliates prior to the Closing Date. 8.3 Unless actions shall be counted for eligibility and vesting (but not benefit accrual) purposes. Seller hereby acknowledges its obligations and the claim(s) arise before obligations of its group health plans to comply with the Closing Date, the Purchaser shall have no recourse against the Seller in health coverage continuation requirements under COBRA with respect of any claim made by or in relation to the Employees whether by virtue Transferred Employees. Buyer agrees that where applicable with respect to any medical or dental benefit plan of the assumption of Undertakings (Protection of Employment) Regulations 1981Buyer, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contractBuyer shall waive, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries duewith respect to any Transferred Employees, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and pre- existing condition exclusion (to the extent that such exclusion or requirement would not have applied under the same was caused by any act or omission applicable plans maintained by the Seller prior Seller). Notwithstanding anything herein to the Closing Date. 8.6 All contrary, for a six month period following the obligations Closing, Transferred Employees shall be eligible for severance pay from Buyer no less favorable than the severance pay applicable under the severance plans of the Seller under or as of the Closing, as detailed by Seller on Schedule 6.11(a)(ii) on an employee- by-employee individual basis. Seller shall in connection good faith cooperate with and assist in the Buyer's communication of such offers to such individuals and shall take no action that interferes with the contracts making of employment such an offer by the Buyer or its acceptance by an individual. (c) Prior to the expiration of the Employees arising in respect of any event or period on or prior to Due Diligence Period, the Closing Date Company shall be performed and discharged by have entered into employment contracts, which are conditioned upon the Seller and the Seller shall indemnify the Purchaser from and against any and all actionsClosing, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees persons identified on Schedule 6.11(b) on such terms and conditions as are satisfactory to disclose to the Purchaser after the Closing Date all information Buyer in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doingits sole discretion. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of The Parties agree that the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior Transfer Regulations apply to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made transaction effected by or in relation this Agreement to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with transfer the contracts of employment of the Employees employed in the Business on the EAME Manufacturing Transition Date from Cat UK to Buyer’s Affiliate on the EAME Manufacturing Transition Date. (ii) Cat UK and Buyer acknowledge and agree that, by reason of the intention of Buyer to move the production of telehandlers to the facilities of Buyer’s Affiliate in Maasmechelen, Belgium on and with effect from the EAME Manufacturing Transition Date, Buyer will not, from the EAME Manufacturing Transition Date, require the Employees to carry out work at their current place of work, which will give rise to a potential redundancy situation as that term is defined in section 139 Employment Rights Axx 0000. (iii) Buyer and Cat UK agree that it will be necessary to consult with Employee Representatives prior to the EAME Manufacturing Transition Date about the proposed redundancies of the Employees referred to in Section 8(d)(ii) above, pursuant to section 188 of the Trade Union and Labour Relations (Consolidation) Axx 0000. Cat UK agrees that it will conduct such consultation process as Buyer’s agent on behalf of Buyer but will at all times consult with Buyer about the process and seek Buyer’s prior approval (such approval not to be unreasonably withheld or delayed) to any information to be provided to Employees as part of that process. (iv) If and to the extent that, pursuant to Section 8(d)(vii), it becomes necessary for Cat UK to give notice of termination to any Employees, on behalf of Buyer, before the EAME Manufacturing Transition Date, the Parties agree that such dismissals will be on the grounds of redundancy as defined by section 139(1)(a)(ii) of the Employment Rights Axx 0000, which will constitute an economic, technical or organisational reason entailing changes in the workforce of either Cat UK or Buyer in accordance with regulation 8(2) of the Transfer Regulations. (v) Cat UK shall indemnify Buyer against Employment Liabilities arising from or connected with its acts or omissions or vicarious liabilities and the acts or omissions or vicarious liabilities of Cat UK and its Affiliates in respect of the Employees or their Employee Representatives which occurred at any event or period on or time prior to or on the Closing Date shall be performed EAME Manufacturing Transition Date. For the avoidance of doubt, this includes any protective awards under the Transfer Regulations and/or the Trade Union and discharged Labour Relations (Consolidation) Axx 0000 to the extent that such awards are claimed or made as a result of Cat UK’s own acts and/or omissions and such acts and/or omissions are not caused by Buyer’s failure to comply with its obligations under the Seller and Transfer Regulations, or any reasonable requests for assistance with the Seller consultation processes made by Cat UK. (vi) Buyer shall indemnify the Purchaser from Cat UK and its Affiliates against any protective awards claimed or made in respect of the Employees or their Employee Representatives under the Transfer Regulations to the extent that such awards are claimed or made as a result of Buyer’s failure to comply with its obligations under the Transfer Regulations (including regulation 10(3)) and all actionsunder the Trade Union and Labour Relations (Consolidation) Axx 0000 to the extent that such awards are claimed or made as a result of Buyer’s failure to comply with any reasonable requests for assistance with the consultation process made of it by Cat UK. (vii) Prior to the EAME Manufacturing Transition Date Cat UK will either (i) redeploy, proceedingswhether to Cat UK (but not in the Business) or to any Affiliate of Cat UK, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwiseii) redeploy (following consultation with Buyer and Buyer’s agreement thereto), finesto Buyer or any Affiliate of Buyer, penaltiesor (iii) on behalf of Buyer, judgementsgive notice to terminate lawfully with effect from, order or one day after, the EAME Manufacturing Transition Date the employments by reason of redundancy (as defined by Section 139 Employment Rights Act 1996) of those of the Employees who continue to be employed in the Business on the EAME Manufacturing Transition Date. Cat UK and liabilities whatsoever (includingBuyer agree to co-operate, without limitationin good faith, national insurance and pension entitlements and any liability to properly address the matter of the potential redeployment of the Employees within Cat UK or its Affiliates or to Buyer or its Affiliates, to the extent that that matter arises during the collective consultation process. Cat UK hereby agrees to pay accrued holiday payto the Employees such sums as are properly payable in relation to the termination of their employment on the grounds of redundancy for and on behalf of Buyer but at the expense of Cat UK. (viii) which: 8.6.1 relate to Cat UK shall indemnify Buyer against all Employment Liabilities arising from or arise out of or in connection connected with the terminations referred to in Section 8(d)(vii) above other than Employment Liabilities incurred by Buyer directly as a result of Buyer being found by an employment tribunal to have acted unfairly or dismissal unreasonably in not considering or permitting the redeployment of any of the Employees to identified suitable available vacancies with Buyer or any Affiliate of Buyer. (ix) In the event that any Employee alleges that notwithstanding Section 8(d)(vii) his/her employment should have had effect with Buyer following the date on which the employment of that Employee in the Business was terminated or a tribunal or court so decides or Cat UK fails to comply with Section 8(d)(vii), the following provisions shall apply: (A) Buyer may, subject to Section 8(d)(ix)(D), terminate such Employees’ employment forthwith. Section 8(d)(ix)(B) applies to this Section 8(d)(ix)(A). (B) Subject to Section 8(d)(ix)(C), Seller shall indemnify Buyer against Employment Liabilities arising from or connected with any termination of employment by Buyer pursuant to Section 8(d)(ix)(A) and Employment Costs incurred by Buyer in respect of the relevant Employee(s)’ employment for the period beginning with the EAME Manufacturing Transition Date and ending on the date of the termination of employment pursuant to Section 8(d)(ix)(A) above. (C) The indemnity provided in Section 8(d)(ix)(B) above shall not apply to any contractual commitment entered into by Buyer relating to or arising from such termination and which is additional to the existing contractual entitlements of the Employee as at the EAME Manufacturing Transition Date. (D) Buyer shall consult with Cat UK about any such proposed termination not less than 3 days before any decision is made and Cat UK shall effect the termination as agent for Buyer and on Buyer’s behalf but at all times in consultation with Buyer. (x) Cat UK, acting as agent for and on behalf of Buyer (but at Cat UK’s expense), shall up to the effective date of the termination of the employment of the Employees pursuant to Sections 8(d) (vii) or 8(d)(ix)(A), procure that the Employees continue to participate in any Cat UK or any Cat UK Affiliate scheme or plan in which they participated prior to the EAME Manufacturing Transition Date and shall otherwise continue to administer their employment as if they were Cat UK employees. (xi) Both Parties shall comply with their respective obligations under the Transfer Regulations and the Trade Union and Labour Relations (Consolidation) Axx 0000. This shall include the obligations under regulation 10(3) of the Transfer Regulations which requires Buyer to supply to Cat UK relevant details of the measures which it envisages taking in respect of the Employees or, if no such measures are envisaged, that fact. Cat UK shall seek Buyer’s prior approval (such approval not to be unreasonably withheld or delayed) to any information to be provided to Employees in compliance with the said obligations. (xii) Cat UK and Buyer agree that, in the event that either of them is required to indemnify the other employee in accordance with the provisions of this Section 8(d), the following provisions will apply: (A) the indemnifying Party shall have conduct of the relevant litigation and the indemnified Party shall comply with the reasonable requests of the indemnifying Party in that respect; (B) the indemnified Party shall not, by act or omission, take any steps which increases (or is likely to increase) the liability of the indemnifying Party under the relevant indemnity without the prior written consent of the indemnifying Party; (C) both Cat UK and Buyer shall co-operate in good faith (including responding promptly to requests for assistance) regarding any Employment Liability including in respect of the use and disclosure of documents, case preparation and the availability of witnesses; (D) in the conduct of any litigation (or settlement thereof) both Cat UK and Buyer will have regard to the effects of adverse publicity on their marketplace reputations; and (E) in the event that the indemnified Party fails to comply with its obligations under this Section 8(d)(xii), the relevant indemnity shall not apply in respect of the particular Employment Liability in question. (xiii) The Parties agree that Buyer and Seller will agree and implement comparable arrangements (limited to the extent required by national legislation) and indemnification to those set out in Sections 8(d)(i) to 8(d)(xii) (inclusive) in respect of employees of Seller or any Seller’s Affiliate employed outside the United Kingdom at the relevant date if the Parties, having had the benefit of local legal advice, reasonably agree that pursuant to the transactions envisaged by this Agreement relevant national legislation is likely to apply to transfer the contracts of employment of any such employees on the EAME Manufacturing Transition Date or at such other person or any act or omission by the date from Seller or any associate Seller’s Affiliate to Buyer or Buyer’s Affiliate. Without prejudice to the generality of the foregoing, Seller shall indemnify Buyer against Employment Costs and Employment Liabilities arising from Seller’s acts or omissions or vicarious liabilities and the acts or omissions or vicarious liabilities of any other event occurring on Seller’s Affiliate in respect of any such employees or their Employee Representatives which occurred at any time prior to the Closing EAME Manufacturing Transition Date for which or such other date of transfer. (xiv) In the Purchaser is liable by reason of event that the operation of Parties agree that relevant national legislation, as referred to in Section 8(d)(xiii) above, would not be likely to apply to transfer the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract contracts of employment of any employee of the applicable Seller employing such employee (the “Applicable Seller”) outside the United Kingdom (the “Local Employees”) to Buyer or Buyer’s Affiliate, but a Local Employee alleges that pursuant to the transactions envisaged by this Agreement his/her employment has (or should have) so transferred to Buyer or Buyer’s Affiliate on the EAME Manufacturing Transition Date or at such other date, or a tribunal or court so decides, the following provisions shall apply: (A) both Applicable Seller, or Applicable Seller’s Affiliate, and Buyer, or Buyer’s Affiliate, shall notify each other of such allegation or decision as soon as reasonably practicable and, in any event, no later than 10 working days of it becoming known to them; (B) Applicable Seller, or Applicable Seller’s Affiliate, shall within a further 10 working days of such notification make an offer of employment, in writing, to such Local Employee on terms and conditions which are no less favourable than those applicable to him/her as at immediately before the EAME Manufacturing Transition Date or such other person relevant date; (other than C) if either Applicable Seller, or Applicable Seller’s Affiliate, fails to make an offer as described in Section 8(d)(xiv)(B) above, or such Local Employee has not accepted such an offer within 10 working days of his/her receipt of it, or such Local Employee accepts such offer but fails to join Applicable Seller’s (or Applicable Seller’s Affiliate’s) employment within 5 working days of such acceptance, Buyer (or Buyer’s Affiliate) may, subject to Section 8(d)(xiv)(G) terminate such Local Employee’s employment forthwith and the provisions of Sections 8(d)(xiv)(E) and (F) shall apply; (D) if the relevant Local Employee accepts the offer referred to in Section 8(d)(xiv)(B) above within 10 working days of his/her receipt of it, the Parties shall use their best endeavours to procure that within 5 working days of such acceptance such Local Employee shall resign from the employment of Buyer (or Buyer’s Affiliate) and commence employment with Applicable Seller (or Applicable Seller’s Affiliate). If such Local Employee fails to resign from Buyer’s (or Buyer’s Affiliate’s) employment within such 5 day period, Buyer (or Buyer’s Affiliate) may, subject to Sections 8(d)(xiv)(G), terminate such Local Employee’s employment forthwith and the applicable provisions of Sections 8(d)(xiv)(E) and (F) shall apply; (E) Applicable Seller shall indemnify Buyer and keep it fully indemnified against Employee Liabilities arising from or connected with any termination of the Employeesemployment by Buyer (or Buyer’s Affiliate) pursuant to Sections 8(d)(xiv)(C) and (D) above and all Employment Costs incurred by Buyer (or Buyer’s Affiliate) in respect of which the Purchaser is liable as a result relevant Local Employee(s) employment for the period beginning with EAME Manufacturing Transition Date or such other relevant date and ending on the date of the Regulations or Directive 77/187 of the Council of European Communities or the termination of employment pursuant to Sections 8(d)(xiv)(C) and (D) above; (F) the indemnity provided in Section 8(d)(xiv)(E) above shall not apply to any contractual commitment entered into by Buyer relating to or arising from such termination and which is additional to the existing contractual entitlements of the Local Employee as at the EAME Manufacturing Transition Date or such other relevant date; and (G) Buyer, or Buyer’s Affiliate, shall consult with Applicable Seller, or Applicable Seller’s Affiliate, about any such contract (termination not less than 3 days before any decision is made and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or impliedSeller’s Affiliate) which would otherwise preclude him or her from so doingshall effect the termination as agent for Buyer and on Buyer’s behalf but at all times in consultation with Buyer. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) The Parties acknowledge that employees of Seller assigned to the Branches, including regular part-time employees and employees then on vacation, sick leave, temporary leave of absence for medical purposes or on short-term disability (the "Employees") as of January 25, 2010, are listed on the attached Schedule 2.7(a). Seller shall introduce Purchaser to the Employees as soon as practicable after the execution of this Agreement. Subject to review of such information as Purchaser may request of such Employees and interviews with the Employees' contracts , Purchaser shall determine which Employees to whom it shall make an offer of employment shall automatically transfer employment. Any Employees who receive such an offer and accept it are referred to the Purchaser pursuant to the Transfer of Undertaking as "Transferred Employees." (Protection of Employmentb) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for the filing of Forms W-2 with the Internal Revenue Service and undertakes any required filing with state tax authorities with respect to indemnify wages and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued benefits paid to each such Employee for periods ending on or prior to the close of business on the Closing Date. 8.3 Unless actions (c) Purchaser shall grant service credit to each Transferred Employee for his or her service with the Seller on or before the Closing Date (including service credited by the Seller as a successor in interest by merger) for purposes of determining the Transferred Employee's eligibility to participate and vested rights (but not for purposes of benefit accrual) in any pension, thrift, profit-sharing, life insurance, disability, or other employee benefit plan or program now in effect or hereafter maintained by or on behalf of Purchaser and with regard to any medical benefit plan covering Purchaser's employees. There shall be an open enrollment period for the claim(sTransferred Employees who have been employed by Seller for a period of more than twelve (12) arise before months without regard to any preexisting conditions of such Transferred Employees or their dependents, consistent with the requirements of the Health Insurance Portability and Accountability Act of 1996. (d) Prior to the Closing Date, Seller shall afford the officers and authorized representatives of Purchaser access to the Employees for interviews and training purposes, at Purchaser's sole expense, at reasonable times without interfering with the Branches' normal business and operations. (e) Seller shall comply with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), for all of Seller's former employees and other qualifying beneficiaries for whom COBRA qualifying events occurred before or coincident with the Closing Date, and Purchaser shall have no recourse against the Seller in respect of responsibility for any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisesuch coverage. 8.4 Beginning (f) Purchaser shall not assume any accrued vacation or sick days, severance benefits, or other benefits owed to any Employee by Seller as of (and including) the Closing Date. Seller shall pay the Transferred Employees any such benefits to which they are entitled through the close of business on the Closing Date, except for any accrued, but unused, sick days. In determining the length of a Transferred Employee's vacation benefits for years after 2010, Purchaser shall treat the Transferred Employee's service with Seller as if it were service with Purchaser. (g) Any (i) Employee of Seller who does not become a Transferred Employee (other than by reason of a refusal of such Employee to accept an offer of employment with the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes on terms not substantially less favorable to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts Employee than Employee's present terms of employment of the Employees arising in respect of with Seller), and (ii) any event or period on or prior to Transferred Employee who is terminated by Purchaser (other than for cause) within six months after the Closing Date shall be performed entitled to receive from Purchaser a payment in the nature of severance based on years of service with Seller, equal to one week of base pay for each full year of such service, subject to a minimum of two weeks and discharged by the Seller and the Seller a maximum of 26 weeks, which payment shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards be made within thirty (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay30) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the days following such termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationsemployment. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before On the Closing Date, Purchaser shall offer employment at the Branch to all employees of Seller employed at the Branch at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller to such employees. To the extent consistent with Purchaser's existing structure for comparable positions and comparable officer titles and its current policies regarding officer titles, such employees shall be offered positions with responsibilities and officer titles comparable to those they currently have with Seller. All such employees accepting employment with Purchaser are hereafter called the "Continuing Employees". Purchaser shall cause all Continuing Employees to have the same benefits provided by Purchaser generally to employees of Purchaser. Continuing Employees will be provided with credit for time served with respect to Purchaser's employee Profit Sharing and Employee Stock Ownership Plan. In addition, Purchaser shall permit each Continuing Employee the option to obtain past service credit for accrued vacation as of the Determination Date or to accept payment from the Seller for such accrued vacation leave as of the Determination Date (in which case, no past service credit shall be provided by Purchaser to the Continuing Employee). In the event that a Continuing Employee chooses to accept from Purchaser past service credit for his or her accrued vacation as of the Determination Date, then Seller shall pay to Purchaser the amount, plus applicable payroll taxes, that otherwise would have been payable to such Continuing Employee had he or she chosen to be paid for such accrued vacation. (b) Seller agrees that it shall render to Purchaser commercially reasonable assistance in soliciting employees of the Branch to accept employment with Purchaser, including but not limited to permitting Purchaser to immediately contact and solicit such employees.. Purchaser acknowledges that Seller has made no assurances to Purchaser with respect to such employees' accepting positions with Purchaser and incurs no liability to Purchaser in rendering the assistance referred to herein. (c) Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation liability to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the EmployeesSeller's current employees for any accrued wages, insofar as sick leave, vacation time, pension obligations or any other employee benefits. Purchaser will have no liability and to the extent that the same was caused by will not assume obligations under any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to "employee benefit plan", thorough the Closing Date shall be performed and discharged by (as such term is defined in the Employee Retirement Security Act of 1974, as amended) of Seller and the Seller shall indemnify the Purchaser from and against or any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever other obligations (including, without limitation, national insurance and pension entitlements and any liability severance obligations) of Seller to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any employees of the Employees Branch. Seller will be responsible for fulfilling, and resolving any disputes concerning its liabilities or obligations (including, without limitation, severance obligations) to the employees at the Branch under any other such employee by the Seller benefit plan or any other person or any act or omission by the Seller or any associate otherwise. All wages and salaries, workers' compensation payments, vacation pay and social security and unemployment taxes of employees of the Branch shall be paid by Seller or for the period to and including the Determination Date., Seller affirms that there are no employment contracts with any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not Continuing Employees in respect of a period before or after the effect at Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) Prior to the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to those Business Employees who continue to be employed by Seller immediately prior to such date and are deemed, in the reasonable judgment of Buyer, necessary to the continued operation of the Business post-Closing; provided, however, that no less than fifteen (15) days prior to the Closing the Buyer shall notify the Seller in writing of which Business Employees to whom the Buyer does not intend to make an offer of employment. Such offers shall be in a form mutually agreed upon with Seller. The Parties acknowledge that the Employees' contracts Business Employees who accept Buyer’s offers of employment shall automatically transfer commence employment with Buyer effective as of the Closing Date and are herein collectively referred to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). AdditionallyTransferred Employees.” 39 (b) Except as otherwise provided in this Section 6.6, the Seller acknowledges that or its Affiliates shall pay, discharge, and be responsible for (i) no employee all salary or wages, bonuses (including ratable portions of bonuses that would otherwise be paid in full at year-end), commissions, and other compensation arising out of or relating to the Purchaser has employment of its employees prior to and through the Closing Date; provided, that if the Seller accrues bonuses for such Business Employees, Buyer shall assume such accrued bonuses as an employment agreement; and Assumed Liabilities, but such amounts shall constitute a current liability for purposes of Working Capital, (ii) no any employee of benefits arising under the Plans prior to and through the Closing Date, and (iii) all severance or other Liabilities for any terminated Business Employees who are not Transferred Employees, whether pursuant to an agreement between Seller and such employees or otherwise. After the Closing Date, Buyer shall be granted an employment agreement. 8.2 The Purchaser shall pay, discharge and be responsible for all salary, wages, and undertakes benefits arising out of or relating to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements employment of the any Transferred Employees which have accrued prior to by Buyer after the Closing Date. 8.3 Unless actions (c) With respect to any employee or employee benefit plan, program or arrangement maintained by Buyer or its Affiliates (including any severance plan), for all eligibility, vesting and benefit accrual purposes (other than benefit accrual under a defined benefit plan), a Transferred Employee’s service with Seller and its Affiliates prior to Closing shall be treated as service with Buyer; provided, however, that such service need not be recognized to the claim(sextent that such recognition would result in any duplication of benefits. (d) arise before In the event that Seller or its Affiliates terminates a sufficient number of employees (other than transfer of the Transferred Employees to Buyer hereunder) to effect a “plant closing” or “mass layoff” within the ninety (90) days prior to or following the Closing Date, Seller and its Affiliates shall comply with the Purchaser WARN Act and its regulations. Buyer shall have make a sufficient number of employment offers to ensure that the termination by Seller of the Business Employees as of the Closing Date will not trigger obligations, if any, under the WARN Act, and Buyer shall take no recourse against action within ninety (90) days following the Seller in Closing Date with respect of any claim made by or in relation to the Transferred Employees whether by virtue that would subject Seller or its Affiliates to the provisions of the assumption of Undertakings (Protection of Employment) Regulations 1981, WARN Act with respect to the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Transferred Employees. 8.5 The Seller undertakes (e) All Transferred Employees shall cease to indemnify participate in and keep the Purchaser indemnified from and against accrue benefits under all liabilities, obligations, costs, claims and demands arising from or in respect of any Plans as of the Employees, insofar as Closing Date and to the extent that the same was caused shall commence participation in certain benefit plans established or maintained by any act Buyer or omission by the Seller prior to the Closing Dateits Affiliates. 8.6 All the obligations (f) Seller shall provide continuation coverage required by Section 4980B of the Seller under or in connection with the contracts Code and Sections 601 to 608 of employment ERISA (“COBRA”) to all Business Employees and former employees of the Employees arising Business and their covered beneficiaries who are entitled to COBRA with respect to “qualifying events” (as defined in respect Section 4980B of any event or period the Code and Title I, Subtitle B, Part 6 of ERISA) which are incurred on or prior to the Closing Date Date. Buyer shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection comply with the employment or dismissal provisions of COBRA with respect to any of the Employees or Transferred Employee who becomes covered under any other employee Group Health Plan maintained by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or Buyer after the Closing Date. 40 (g) relate Nothing in this Section 6.6 shall create any third-party beneficiary right in any Person other than the parties to this Agreement, including any current or former employee or Transferred Employee, any participant in any Plan or any dependent or beneficiary thereof, or any right to continued employment with Seller, Buyer or any of its Affiliates. Nothing in this Section 6.6 shall constitute an amendment to any contract of employment of any employee of the Seller Plan or any other person (plan or arrangement covering employees or Transferred Employees. Seller, Buyer and their respective Affiliates shall each cooperate with each other than any and shall provide each other such documentation, information and assistance as is reasonably necessary to effect the provisions of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsSection 6.6. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Seller has provided Buyer a list showing employees' names, employee positions and annualized pay rates for employees of the Employees' contracts Station. Except for the employees designated on SCHEDULE 5.6, Buyer shall offer employment to all Persons on such list to the extent they are employed by Seller immediately prior to Closing and to any employee hired after the date hereof in the ordinary course of business to replace any employee on such list with Buyer's consent, which shall not be unreasonably withheld. Each such offer shall be at a salary and at a position substantially similar as in effect immediately preceding the Closing, and on other terms and conditions comparable to those provided by Buyer to employees of WESH. Such offers of employment shall automatically transfer be for employment commencing as of the Closing Date, with the exception of those identified on SCHEDULE 5.6 as employees to be hired by Buyer on the Transition Date (the "Master Control Employees"), whose employment offer will be to commence on the Transition Date. Each employee who accepts such offer is referred to as a "Transferred Employee", and, collectively, the "Transferred Employees." Unless Buyer enters into a separate employment agreement with a Transferred Employee, each Transferred Employee shall be an "at will" employee of Buyer, and no provision contained in this Section 5.6 shall be construed as an agreement for, or guarantee of, continued employment. All Transferred Employees shall be subject to the Purchaser pursuant policies established from time to the Transfer of Undertaking (Protection of Employment) Regulations 1981 time by Buyer with respect to employment and employee benefits, and Buyer shall not be under any obligation to assume, continue, or adopt any liabilities or obligations with respect to any Employee Benefit Plan (as amended) (the “Regulations”defined in Section 2.11 hereof). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser (b) With respect to Transferred Employees, Seller shall be responsible for all compensation and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued benefits arising prior to the Closing Effective Time or Transition Date, as applicable, and Buyer shall be responsible for all compensation and benefits arising after the Effective Time or Transition Date, as applicable. Notwithstanding anything herein to the contrary, effective at the Effective Time or Transition Date, as applicable, Buyer shall provide severance arrangements which are the same as the severance arrangements of Seller on the date hereof (a copy of which has been provided to Buyer) for any Transferred Employee who terminates employment with Seller during the twelve (12) month period immediately following the Effective Time or Transition Date, as applicable, provided, however, that Buyer shall have no liability for any obligation, including but not limited to, severance or vacation and sick leave with respect to any employees who are not Transferred Employees. 8.3 Unless actions (c) As of the Effective Time or Transition Date, as applicable, Buyer shall cause all such Transferred Employees to be eligible to participate in Buyer's employment, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, equity-based, leave of absence, vacation, severance, insurance, worker's compensation, disability, supplemental unemployment, and other benefit plan, arrangement, agreement, practice or policy (including, without limitation, "employee welfare benefit plans" and "employee pension benefit plans" as defined in Sections 3(1) and 3(2) of ERISA) (collectively, the "Buyer Benefit Plans") that, in the aggregate, are equivalent to those benefit plans offered to similarly situated employees of television station WESH. Buyer shall give Transferred Employees credit under the Buyer Benefit Plans for any deductibles or co-payments paid for the claim(scurrent year under any plan maintained by Seller. In addition, Seller shall retain responsibility for all hospital, medical, life insurance, disability and other welfare plan expenses and benefits, and for all workers' compensation, unemployment compensation and other government mandated benefits (collectively referred to herein as "Welfare Type Plan"), in respect of claims that are covered by any Welfare Type Plans maintained by Seller and that are incurred by Transferred Employees and their dependents prior to the Effective Time or Transition Date, as applicable. (d) arise before As of the Effective Time or Transition Date, as applicable, Buyer shall cause each applicable Buyer Benefit Plan, other than plans providing vacation or severance benefits, to recognize service of the Transferred Employees with Seller for purposes of eligibility and vesting only. As of the Effective Time or Transition Date, as applicable, Buyer shall cause each applicable Buyer Benefit Plan that provides vacation or severance benefits to recognize service of the Transferred Employees with Seller also for purposes of determining the amount of benefits. (e) With respect to any Employee Benefit Plan that includes a cash or deferred arrangement under Section 401(k) of the Code ("Seller's 401(k) Plan"), Seller shall (i) fully vest as of the Closing Date all accounts of all participants in the 401(k) Plan who are Transferred Employees, (ii) allow Transferred Employees to elect to receive a complete distribution of all of their accounts under Seller's 401(k) Plan promptly following the Closing Date, and (iii) subject to acceptance by Buyer's 401(k) plan, allow Transferred Employees to rollover outstanding participant loans under Seller's 401(k) Plan and not treat any such loans rolled-over within 90 days after the Purchaser shall have no recourse against date the Seller Closing Date (or, within 90 days after the Transition Date, as may be applicable) as in respect of any claim made default, except as otherwise required by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiselaw. 8.4 Beginning on the Closing Date, the Purchaser (f) Seller shall be responsible for any obligations or liabilities to Transferred Employees under the payment Workers Adjustment and Retraining Notification Act and any similar state or local "plant closing" law as a result of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused actions taken by any act or omission by the Seller prior to the Closing DateEffective Time. 8.6 All (g) Seller will fully provide or pay for all liabilities or obligations to the obligations employees under all Employee Benefit Plans. Seller shall retain all liability and responsibility for "COBRA" healthcare continuation coverage required to be offered and provided under Section 4980B of the Code and Sections 601-608 of ERISA to employees and former employees of Seller and any other COBRA qualified beneficiaries under Seller's health plan(s) who have elected or in connection with the contracts are eligible to elect COBRA continuation coverage as of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or who incur a COBRA qualifying event in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or transactions contemplated by the Regulationsthis Agreement. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 (a) The Parties acknowledge that the Employees' contracts of employment Seller shall automatically transfer prepare and deliver to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee Buyer a complete list of the Purchaser has an employment agreement; and Business Employees, dated as of a date no more than five (ii5) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued days prior to the Closing Date. 8.3 Unless actions for (b) The Seller shall terminate the claim(s) arise before employment of all Business Employees effective immediately prior to the Closing. The Buyer may offer employment to such Business Employees effective as of immediately following the Closing Date. The Seller will use best efforts to cause the Business Employees to accept employment with the Buyer. In furtherance thereof and without limiting the generality of any of the other provisions of this Agreement, the Seller shall during the period preceding the Closing afford the Buyer and its officers, directors, employees, agents and representatives access to, and the opportunity to meet with and obtain information from, all of the Business Employees to facilitate the processing of such Business Employees in advance of the Closing in order to permit the Buyer to hire such Business Employees upon the Closing in accordance with its normal and customary practices and requirements. Prior to the Closing Date, the Purchaser Buyer shall have no recourse against provide the Seller in with a written statement of its intention with respect to employment of any claim made by or in relation to the Employees whether by virtue such members of the assumption of Undertakings (Protection of Employment) Regulations 1981, Seller's employees as will provide reasonable assurance that the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisetransactions contemplated hereby will not violate the WARN Act. 8.4 Beginning (c) The Seller shall pay in accordance with its customary practice each of its Business Employees all salary and benefits to which such employee is entitled with respect to periods of employment or termination of employment on or prior to the Closing Date, the Purchaser . The Buyer shall not be responsible for any payments, expenses and costs paid or required to be paid in connection with the payment employment or termination of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect employment of any Business Employees with respect to periods of the Employees, insofar as and to the extent that the same was caused by any act employment or omission by the Seller termination of employment on or prior to the Closing Date. 8.6 All the obligations (d) The Seller shall remain responsible for (A) payment of any and all wages, bereavement pay, jury duty pay, disability income, supplemental unemployment benefits, fringe benefits, accrued vacation or other perquisites of employment or similar benefits (whether arising under any plan, program, policy or arrangement of the Seller or under applicable local Law), payroll Taxes and other payroll related expenses and (B) payments to or under employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained or contributed to by the Seller, in either case, in connection with the contracts employment or termination of employment of the any Business Employees arising in with respect to periods of any event employment or period termination of employment on or prior to the Closing Date Date. (e) The Seller shall be performed retain responsibility and discharged liability for all workers' compensation claims of each Business Employee to the extent relating to events, conditions or circumstances that occur or exist on or prior to the Closing. Notwithstanding the foregoing, the Buyer may, at its election, assume responsibility for the supervision, defense or settlement of any such workers' compensation claims with respect to any such Business Employee subsequently hired by the Seller Buyer at the Buyer's cost and expense. The Buyer shall keep the Seller shall indemnify reasonably apprised of the Purchaser from and against status of such workers' compensation claims. The Seller may, at its own expense, participate in the supervision, defense or settlement of any and all actions, proceedings, costs, such workers' compensation claims, expensesand shall cooperate in the supervision, demandsdefense or settlement of any such workers' compensation claims if requested to do so by the Buyer. The Buyer shall have sole responsibility and liability for any workers' compensation claims with respect to any such Business Employee subsequently hired by the Buyer to the extent relating to any event, damagescondition or circumstance that occurs after the Closing. (f) In respect of grievances or Equal Employment Opportunity Commission ("EEOC") claims of Business Employees to the extent relating to their employment by the Seller, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance any such EEOC claims filed before state or local authorities for which payment has not been made prior to the Closing, the Seller shall retain responsibility and pension entitlements liability for all amounts due with respect thereto, including, without limitation, the payment of any amounts in the nature of back pay or employee compensation, and any liability to pay accrued holiday pay) which: 8.6.1 relate to state or arise out of or federal Taxes in connection with such back pay or employee compensation. Handling of such grievances and EEOC claims shall be at the employment or dismissal Seller's cost and expense. The Buyer shall have sole responsibility and liability for any EEOC claims of any of the Business Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) that relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her their subsequent employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doingBuyer. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or (g) Nothing in respect of any this Section 7.9 shall limit the at will nature of the Employeesemployment of Business Employees subsequently hired by the Buyer or the right of the Buyer to alter or terminate any employee benefit. (h) The Buyer shall credit the full-time in-office Business Employees with continuous-to-date service with the Seller and hired by the Buyer immediately following the Closing with credit for employment time of such service with the Seller with respect to the Buyer's existing vacation policy in terms of earning vacation time per year prospectively. In addition, insofar as and each such Business Employee shall be entitled to participate in National Home Health Care Corp.'s 401k plan, a copy of which is set forth in Exhibit 10.11 to the Form 10K of National Home Health Care Corp., to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1permitted under its existing terms as soon as possible.

Employees. 8.1 The Parties acknowledge (a) Subject to the terms of the Transition Services Agreement and Purchaser’s and Seller’s obligations thereunder, the Seller will terminate the employment of all of Seller’s employees upon the expiration or termination of the Transition Services Agreement or such other date mutually agreed to in writing by Purchaser and Seller, as applicable (the “Transfer Date”). Purchaser shall offer employment on an “at will” basis, with such employment to be effective upon the Transfer Date, to certain employees of Seller, to be determined by Purchaser, in its sole discretion, including employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (the employees who accept such employment and commence employment on the Transfer Date, the “Transferred Employees”); provided, that Purchaser shall hire at least the Employees' contracts minimum number of employment employees of Seller necessary to avoid creating any obligation under the WARN Act on the part of the Seller. Purchaser and Seller shall automatically assist each other in preparing and making any and all notices, letters, documents, and other filings required under the WARN Act or any equivalent state Law to the extent any such Law applies. (b) Subject to the terms of the Transition Services Agreement, effective as of the Transfer Date, the Benefit Plans set forth on Schedule 7.8(b) of the Disclosure Schedule (“Transitioning Benefit Plans”) shall transfer to Purchaser. For the avoidance of doubt, Purchaser is not purchasing or assuming the Excluded Benefit Plans. Seller and Purchaser shall each use their respective best efforts to transfer the Transitioning Benefit Plans from Seller to Purchaser, or to facilitate the establishment of new employee benefit plans on terms substantially similar in the aggregate to the Transitioning Benefit Plans in the name of Purchaser, pursuant to the Transition Services Agreement. Neither party hereto, nor any of their respective equity holders, Affiliates, officers, employees, or Representatives shall take any action which would prevent, prohibit, or impede transferring any Transitioning Benefit Plans, or establishing any such equivalent employee benefit plan, as applicable. (c) Subject to the terms of the Transition Services Agreement and Purchaser’s and Seller’s obligations thereunder, effective as of the Closing Date and through the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). AdditionallyDate, the Seller acknowledges that shall continue to provide its employees (i) the base salary or hourly base wage, which are no less than the base salary or hourly base wage provided by Seller to such employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued immediately prior to the Closing Date. 8.3 Unless actions for the claim(s; (ii) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused applicable, annual target bonus, commission or sales incentive opportunities as provided by any act or omission by the Seller to such employee immediately prior to the Closing Date. 8.6 All ; and (iii) coverage under and pursuant to the obligations Transitioning Benefit Plans, on the same basis and subject to the terms and conditions of the Seller under or such Transitioning Benefit Plans and applicable Law, as in connection with the contracts of employment of the Employees arising in respect of any event or period on or effect immediately prior to the Closing Date, for the employee and his or her covered spouse, dependents and beneficiaries, subject to any renewals or modifications thereto in the Ordinary Course of Business. (d) For the period effective as of the Closing Date and through the Transfer Date, to the extent Seller continues to provide coverage to employees under and pursuant to the Excluded Benefit Plans, Seller shall be performed solely responsible, and discharged by the Seller and the Seller Purchaser shall indemnify the Purchaser from and against have no obligations whatsoever, for any and all actionsnotices, proceedingsLiabilities, costs, claimscontributions, benefits, obligations, payments, expenses, demandsand claims relating to, damagesaccrued under, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any arising under such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsExcluded Benefit Plans. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or impliede) which would otherwise preclude him or her from so doingReserved. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1f) Reserved.

Employees. 8.1 The Parties acknowledge (a) For purposes of this Section 4.4, all references to employment by an entity include both direct employment by such entity, employment by an Affiliate of such entity, or employment through one or more employee leasing or similar arrangements that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser such entity or its Affiliate has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreemententered into with a third party. 8.2 The Purchaser (b) Seller shall be responsible for and undertakes complying with the continuation health care coverage requirements of COBRA with respect to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements any individual who became a “qualified beneficiary” as of the Employees which have accrued or prior to the Closing Date, including as a result of this transaction. 8.3 Unless actions (c) Seller shall pay any severance costs payable with respect to the termination of employment by Seller or the Operator (as applicable) of any Employee, including Employees who are offered post-Closing employment by the manager engaged by the Purchaser to operate the Facility following the Closing (the “Post-Closing Manager”), pursuant to any severance policies or plans or required by law, including the WARN Act (if applicable). Seller shall be solely responsible for WARN Act compliance for all Employees. (d) As to any Employee that the Purchaser desires the Post-Closing Manager to hire for the claim(s) arise before Business post-Closing (collectively, “Hired Employees”), to the extent Seller controls such matter, Seller shall cause the release of such Hired Employee from any contractual provision with Seller to the extent that such provision would impair the utility of such Hired Employee’s services to the Post-Closing Manager in conducting the Business following the Closing in substantially the same manner it is conducted by Seller or the Operator immediately prior to the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue extent that such provision would impose upon such Hired Employee any monetary or other obligation to Seller for violation of restrictive covenants or confidentiality provisions with respect to the assumption Business (other than any such restrictive covenants or confidentiality provisions contained in Assumed Contracts and Leases being transferred to Purchaser or any such covenant mandating the return to Seller or the Operator of Undertakings (Protection of Employment) Regulations 1981property not being transferred to Purchaser hereunder). The Post-Closing Manager, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contractat Purchaser’s expense, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages vacation and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of other paid time off for Hired Employees accrued through the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and Proration Date to the extent that of the same was caused credit provided by any act or omission Seller to Purchaser for such amounts and reflected in the closing statement executed by the Seller and Purchaser prior to the Closing DateClosing. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 10.1 The Parties acknowledge Transferee and Transferor agree that Completion will constitute a Relevant Transfer which will take place in its entirety on the Completion Date and the Assumed Employees listed in Part 1 of Schedule 2 ("PART 1 EMPLOYEES") shall transfer under the Regulations to the Transferee from the Employer on the Completion Date upon the terms and conditions referred to in sub-clause 10.7(B). 10.2 The Transferee and Transferor agree that if a Relevant Transfer shall not occur prior to the Authorisation, the Authorisation will constitute a Relevant Transfer which will take place in its entirety on the Authorisation Date and sub-clause 10.6 shall apply to the Part 1 Employees between the Completion Date and the Authorisation Date and the Part 1 Employees shall thereafter transfer under the Regulations to the Transferee from the Employer on the Authorisation Date upon the terms and conditions referred to in sub-clause 10.7(B). 10.3 The Transferee and Transferor agree that the Employees' contracts Transferee will immediately upon Completion make to each of employment shall automatically transfer the Assumed Employees listed in Part 2 of Schedule 2 ("PART 2 EMPLOYEES") an offer in writing to employ them under a new contract of employment, to take effect from Completion upon the terms and conditions referred to in sub-clause 10.7(B). 10.4 If for any reason, any Part 1 Employee is found not to have transferred to the Purchaser Transferee pursuant to the Transfer Regulations, other than by virtue of Undertaking (Protection Regulation 5(4A) of Employment) Regulations 1981 (the Regulations, the Transferee in consultation with the Transferor will as amended) (soon as is reasonably practicable but no later than within 14 days of learning of the “Regulations”said finding make any such Part 1 Employees an offer in writing to employ him under a new contract of employment to take effect as soon as possible thereafter upon the terms and conditions referred to in sub-clause 10.7(B). AdditionallyIn the event that any Part 1 Employee declines such offer, the Seller acknowledges Transferor may at its discretion procure that (i) no employee the Employer terminate the employment of such Part 1 Employee. So long as that termination is effected within three months after the date of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Datesaid finding, the Purchaser shall have no recourse Transferee will indemnify the Transferor and the Employer against any sums payable and each and every liability, claim, demand, expense or cost (including without limitation legal costs and expenses incurred by the Seller Transferor on a solicitor and own client basis in settling, contesting or dealing with any such claim or demand) to, or on behalf of such person in respect of his employment on or after Completion arising out of such termination. (A) If for any claim made by or in relation reason any person who is not an Assumed Employee is found to have transferred to the Employees whether by virtue Transferee pursuant to the Regulations, the Transferor in consultation with the Transferee will, upon receipt of the assumption Transferee's written notification that it does not wish to employ that person, as soon as is reasonably practicable but no later than within 14 days of Undertakings (Protection being so notified by the Transferee, procure that the Employer make to that person an offer in writing to employ him under a new contract of Employmentemployment upon the terms and conditions referred to in sub-clause 10.7(B) Regulations 1981or alternatively request that the Transferee terminate the employment of that person. However, the Collective Redundancies and Transfer Transferee must serve the notice no later than 14 days after becoming aware of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwisethe finding. 8.4 Beginning on (B) Once an offer has been made or the Closing DateEmployer has asked the Transferee to terminate the employment of any person who is not an Assumed Employee (or at the latest after the expiry of 14 days after the said notification), the Purchaser shall be responsible for Transferee may terminate the payment employment of all wages and salaries duethe person concerned and, so long as that termination is effected within three months after the date of the said finding, the Transferor will indemnify the Transferee against any related pay-as-you-earnsums payable to, National Insurance or deductions on behalf of such person in respect of the Employeestermination of his employment and each and every liability, claim, demand, expense or cost (including without limitation legal costs and expenses incurred by the Transferee on a solicitor and own client basis in settling, contesting or dealing with any such claim or demand) on or after the Completion and against any claims or losses arising out of such termination. 8.5 The Seller undertakes to indemnify and keep 10.6 In the Purchaser indemnified from and against all liabilitiesevent of sub-clause 10.2 applying or where any Part 2 Employee remains employed by the Employer pending acceptance by him of an offer of employment by the Transferee, obligations, costs, claims and demands arising from or then in respect of any such Assumed Employees, between Completion and the Authorisation Date (or where relevant earlier acceptance of the Employees, insofar as and relevant offer): (A) the Transferor shall use commercially reasonable endeavours to procure that the Employer shall in respect of those Assumed Employees (except with the express prior written consent of the Transferee): (i) make each of them available to the extent that Transferee to provide services to the Transferee and so far as is reasonably practicable in the same was caused by manner as prior to Completion; (ii) not engage in any act or omission which gives rise to any liability in relation to them including without limitation for breach of contract, unfair dismissal, and sex, race and disability discrimination and shall comply with all obligations imposed on it by all statutes, regulations, collective agreements, customs and practices relevant between it and them or any trade union or their terms of employment or any laws relating to health and safety; and (iii) subject to the Seller provisions of sub-clauses 10.6(B)(iii) and 10.7(C)(iii) be responsible for all due salary payments and any other emoluments in accordance with their contracts of employment with the Employer including tax and national insurance payments, holiday, sick pay and all other contractual remuneration and benefits and not subject them to any disciplinary action, dismiss them or in any way change their contracts of employment (with or without those Employees' consent), (B) The Transferee shall in respect of those Assumed Employees (except with the express prior written consent of the Transferor): (i) provide work for each of them in the same manner as prior to Completion so far as is reasonably practicable and subject to sub-clause 10.6(A) have the Closing Date. 8.6 All the obligations day to day control of the Seller under manner in which those Employees perform their duties; (ii) not engage in any act or omission which would, if it were their employer, give rise to any liability in connection relation to them including without limitation for breach of contract, unfair dismissal, and sex, race and disability discrimination or which causes the Employer or the Transferor or of any member of the Transferor's Group to incur such a liability and shall comply with all obligations which if it were their employer would be imposed on it by all statutes, regulations, collective agreements, customs and practices relevant between it and those Employees or any trade union or the contracts terms of employment of the Assumed Employees arising or any laws relating to health and safety; and (iii) without prejudice to sub-clause 10.7(C)(iii), fully reimburse the Employer on a monthly basis in respect of any event or period on or prior to all salary payments and other emoluments in accordance with the Closing Date shall be performed their contracts of employment including tax and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance payments, holiday and sick pay. 10.7 In respect of salaries and other contractual emoluments and pension entitlements provision the Transferor and any liability to pay accrued holiday pay) whichTransferee agree: 8.6.1 relate to or arise out of or in connection (A) with effect from the employment or dismissal of any earlier of the Employees Completion Date or the date on which any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any Assumed Employee becomes an employee of the Seller Transferee then in relation to that Assumed Employee all salaries and other contractual emoluments, tax and national insurance payments, and accrued holiday pay shall be borne by the Transferee from that date and all necessary apportionments shall be made and from the Completion Date life insurance premiums and pension payments pursuant to sub-clause 10.7(C)(iii) shall be borne by the Transferee; (B) with the exception of occupational pension arrangements and share scheme arrangements such salaries and other contractual emoluments shall be the same as or any other person (other not substantially less favourable and giving rise to detriment, than any Assumed Employee's terms and conditions of employment before the Completion Date or the date on which any Assumed Employee becomes an employee of the EmployeesTransferee whichever is the more favourable to the Assumed Employee; and (C) (i) upon Completion or immediately following Completion to the extent the Transferor has not already done so, the Transferor shall use [its best endeavours] to obtain the approval of the relevant authorities and the consent of the trustees (the "TRUSTEES") of the St. Xxxx Pension Plan (the "PLAN") and the Employer to the adherence of the Transferee to the Plan for a period not exceeding six months from the Completion Date (the "PARTICIPATION PERIOD") in respect of which those Assumed Employees who are at the Purchaser is liable as a result time of Completion contracted-out members of the Regulations Plan (the "MEMBERS") and who shall either continue as or Directive 77/187 become Members of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware defined contribution section of the same); or 8.6.3 arise from any failure by Plan on the Seller to comply with Completion Date until the Transferee ceases its obligations made or contemplated by participation in the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.Plan;

Employees. 8.1 The Parties acknowledge Purchaser and the Seller agree that the Employees' contracts Purchaser is acquiring certain but not all of employment the assets of the Seller. The Purchaser has made no commitment and has no obligation to employ any of the current employees of the Seller. The Seller shall automatically transfer remain responsible for all compensation and other obligations to such employees including any accrued bonuses or other deferred compensation that have been earned through the Closing Date. The employees of Seller that are employed by Purchaser will receive credit for time in service with Seller for purposes of employee benefits and vacation, receive benefits of Purchaser with no denial of benefits because of preexisting conditions provided that such hired employees shall be provided benefits consistent with existing Purchaser employee benefit plans in effect as of the date hereof. The Seller will provide to the Purchaser pursuant a list of its current employees. The Seller hereby authorizes the Purchaser with the Seller's prior approval to negotiate, without obligation, to employ any of the foregoing employees without liability to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser provided each party shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect its own violations of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser applicable employment laws. The Seller shall be responsible for the payment of all wages severance payments to the employees and salaries due, any related pay-as-you-earn, National Insurance or deductions shall pay all benefits and accrued payments that the employees may be entitled except for those accrued benefits included on the October 31 Balance Sheet and included in respect of the Employees. 8.5 Credit Liabilities. The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed responsible for the payment of all severance amounts for the period up to and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after including the Closing Date, payable to any of the Employee Liabilities Seller's employees (other than amounts payable with respect to wrongful termination) that may be hired by the Purchaser and terminated by the Purchaser within sixty (60) days from the Closing. Seller shall not be subject to responsible for payment of any severance payments of the Offset defined Purchaser other than those set forth in Section 3.1the preceding sentence. Purchaser and Seller hereby acknowledge and recognize that each shall make independent arrangements with Knutson and, accordingly, he xxxxx xe excluded from the provisions of this Section.

Employees. 8.1 The Parties acknowledge that 12.1 Croda International and the Employees' contracts of employment shall automatically transfer Purchaser anticipate that, in relation to the Purchaser pursuant Listed Employees, the Transfer Regulations will apply to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee sale and purchase of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreementBusiness under this Agreement. 8.2 The 12.2 In this Clause 12 indemnities given by Croda International and the Purchaser shall be responsible interpreted as being given for themselves and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements as trustee for each member of the Employees which have accrued prior to Croda Group or the Closing DatePurchaser's Group as the case may be. 8.3 Unless actions for 12.3 If the claim(scontract of employment of any person who is not a Listed Employee is found or alleged to have effect after First Completion as if originally made with the Purchaser as a consequence of the sale and purchase of the Business under this Agreement, Croda International agrees that: (A) arise in consultation with, and if so requested by, the Purchaser, it will, within seven Business Days after being so requested by the Purchaser (as long as the request is made no later than fourteen Business Days after the Purchaser becomes aware of such finding or allegation), make to that person an offer in writing to employ him under a new contract of employment to take effect upon the termination referred to below; and (B) the offer to be made will be such that none of the terms and conditions of the new contract will differ from the corresponding provision of that person's contract of employment immediately before First Completion. Upon that offer being made (or at any time after the Closing Dateexpiry of the seven Business Days if the offer is not made as requested), the Purchaser shall have no recourse against terminate the Seller in respect of any claim made by or in relation to the Employees whether by virtue employment of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies person concerned and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller Croda International undertakes to indemnify and keep the Purchaser indemnified from against any and against all liabilities, obligationslosses, charges, costs, claims and or demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify which the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation may suffer or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise incur arising out of or in connection with the employment of such person after First Completion until any termination of this nature and against any and all liabilities, losses, charges, costs, claims or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for demands which the Purchaser is liable by reason may suffer or incur arising out of any termination of this nature. 12.4 If the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee Listed Employee is found or alleged not to have effect after First Completion as if originally made with the Purchaser as a consequence of the Seller sale and purchase of the Business under this agreement, other than by virtue of Regulation 5(4A) of TUPE (or its equivalent under any other person European legislation), the Purchaser agrees that: (A) in consultation with Croda International, it will, within seven days of being so requested by Croda International (as long as the request is made no later than fourteen Business Days after Croda International becomes aware of such finding or allegation), make to that Listed Employee an offer in writing to employ him under a new contract of employment to take effect upon the termination referred to below; and (B) the offer to be made will be such that none of the terms and conditions of the new contract (other than any the identity of the Employeesemployer and any terms and conditions relating to an occupational pension scheme) in respect will differ from the corresponding provisions of which the Employee's contract of employment immediately before First Completion. Upon that offer being made (or after the expiry of the seven Business Days if the offer is not made as requested), Croda International shall forthwith terminate the employment of the Listed Employee concerned. Croda International undertakes that before any termination of employment of this nature it will not make any change to the terms and conditions of the Listed Employee's contract of employment as existing immediately before First Completion. 12.5 Croda International shall indemnify the Purchaser is liable as against any and all liabilities, things and matters arising out of or related to: (A) the employment or termination, in each case by a result member of the Regulations or Directive 77/187 Croda Group, of the Council employment of European Communities any person engaged at any time in the Business who is not a Listed Employee; (B) the employment of any Listed Employee during the period before First Completion or the termination of employment or the subsequent expiry of notice given to any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware Listed Employee by any member of the same); or 8.6.3 arise from Croda Group during such period, including, without prejudice to the generality of the foregoing, in each case any actual or alleged breach of contract, unfair dismissal, statutory or contractual redundancy pay, unlawful discrimination or personal injury but shall not include any failure by the Seller Purchaser to comply with its obligations made under Regulation 10 of TUPE (or contemplated its equivalent under any other European legislation). 12.6 The Purchaser shall indemnify Croda International against any and all liabilities, things and matters arising out of or related to the employment or termination of employment of any Listed Employee during the period after First Completion. 12.7 Each of Croda International and the Purchaser confirms that it complied with its obligations under Regulation 10 of TUPE and otherwise (including under the laws of other relevant jurisdictions) to inform and consult representatives of the Listed Employees and other employees affected by the Regulationssale and purchase of the Business under this Agreement. 8.7 The Seller undertakes to authorise 12.8 All wages, salaries and hereby authorises each other periodic outgoings including the cost of any accrued entitlements (including holiday entitlement and bonus entitlement) and other remuneration entitlements and all Taxes and insurances of the Listed Employees to disclose to for any period of time before the end of the First Completion Date shall be borne by Croda International or a member of the Croda Group and for any period of time after that day shall be borne by the Purchaser. 12.9 Croda International shall provide or procure that the relevant member of the Croda Group shall provide the Purchaser after with such information and assistance as the Closing Date all information Purchaser may reasonably request in his the event of any claim or her possession relating to the Business notwithstanding proceedings brought by any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or Listed Employee in respect of the period before First Completion. 12.10 Croda International and the Purchaser each agree to: (A) comply with their respective obligations as set out in Part A of Schedule 4 (Employee Matters) with respect to the US Listed Employees; (B) comply with their respective obligations as set out in Part B of Schedule 4 (Employee Matters)with respect to Belgian Listed Employees; (C) comply with their respective obligations as set out in Part C of Schedule 4 (Employee Matters) with respect to the Italian Listed Employees; (D) comply with their respective obligations as set out in Part D of Schedule 4 (Employee Matters) with respect to the Brazilian Listed Employees; and (E) comply with their respective obligations as set out in Part E of Schedule 4 (Employee Matters) with respect to Other European Employees. 12.11 Sub-clauses 12.3 to 12.4 shall not apply to any of the Brazilian Listed Employees, insofar as and to the extent that US Listed Employees or the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1Canadian Listed Employee.

Employees. 8.1 (a) less favourable in the aggregate than the terms and conditions of his or her current employment with the Seller. The Parties acknowledge Seller shall not terminate any of the Employees listed in Schedule 16. The Seller and the Purchaser agree that the Employees' contracts employment of employment the Employees listed in Schedule 16 shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, continue uninterrupted by the Seller acknowledges that (i) no employee of and the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 Purchaser. The Purchaser shall be responsible for and undertakes to indemnify and keep hold harmless the Seller indemnified from and against all accrued holiday pay entitlements Losses suffered or incurred by the Seller as a result of any claims for termination benefits or other benefits by any Employees listed in Schedule 16 who are terminated by the Purchaser. The Seller shall indemnify and accrued holiday entitlements hold harmless the Purchaser from and against all Losses suffered or incurred by the Purchaser as a result of any claims for termination benefits or other benefits by any Employees who were terminated by the Seller or who refuse to continue their employment with the Purchaser. No Employee shall be entitled to any rights under this Section 8.6 or under any other provisions of this Agreement. Nothing in this Section 8.6 shall obligate the Purchaser to employ any Employees who refuse to continue their employment with the Purchaser. (b) All of the Employees which have accrued prior to Shareholders shall be employed by the Closing Date. 8.3 Unless actions Purchaser, effective as at the Time of Closing, on terms and conditions no less favourable in the aggregate than the terms and conditions of his or her current employment with the Seller. Except as provided for in any employment/consulting agreement between the claim(sPurchaser and the Shareholders as provided for in Sections 9.1(f) arise before the Closing Dateand 9.2(e), the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation Liability to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 Shareholders for termination benefits or any other benefits arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Time of Closing Date. 8.6 All upon the obligations expiry or termination of the Seller under or in connection their employment/consulting agreement with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller Purchaser, and the Seller shall indemnify the Purchaser from and against all Losses resulting from any and claim for such benefits by the Shareholders against the Purchaser. (c) The Seller shall continue to employ all actionsthe Employees listed in Schedule 16 until the Time of Closing, proceedings, costs, claims, expenses, demands, damages, awards (whether except for any employees who prior to the Time of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) whichClosing: 8.6.1 relate to or arise out of or in connection (i) are terminated by the Seller for cause; (ii) are terminated by the Seller with the employment or dismissal of Purchaser's consent, which consent shall not be unreasonably withheld; (iii) voluntarily resign; or (iv) retire. (d) The Seller and its Affiliates shall not attempt in any way to discourage any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not listed in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise Schedule 16 from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her continuing their employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doingPurchaser following the Closing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that (a) Promptly following the execution of this Agreement, and subject to the confidentiality and other restrictions set forth in Section 6.3 above, Seller shall, and shall cause each other member of the Seller Group to, provide access to Buyer to the facilities and the personnel records of each member of the Seller Group for the purpose of preparing for and conducting employment interviews with Business Employees' contracts . (b) Buyer shall, or shall cause one of its Affiliates to, extend written offers of employment shall automatically transfer to not less than 90% of the Business Employees located in the United States and Japan and employed full-time by the Seller or its Affiliates immediately prior to the Purchaser pursuant Closing, such employment to be contingent upon and effective immediately following the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”)Closing. Additionally, the Seller acknowledges that Such written offers shall (i) no employee advise the Business Employee of the Purchaser has an employment agreementmaterial terms and conditions and job duties of such employee’s position with Buyer or its Affiliates; and (ii) no employee state, among other things, an annual base salary during the first 12 months which shall be not less in the aggregate than that provided by Seller or the applicable member of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes Group to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued employee immediately prior to the Closing Date; and (iii) include a summary of material benefits to which such employee shall be eligible to participate. Seller shall use, and shall cause each other member of the Seller Group to use, its reasonable best efforts to assist Buyer in employing as new employees of Buyer, all Business Employees to whom Buyer has offered employment pursuant to this Section 7.4(b). The Business Employees who accept Buyer’s offer of employment and commence employment with Buyer shall be referred to, collectively, as “Transferred Employees.” Seller shall terminate the employment of all Transferred Employees with the Seller Group effective immediately prior to the Closing. With respect to any Transferred Employees employed by the Seller Group in Japan, Seller shall take all necessary measures to secure the termination and transfer of such Transferred Employees in accordance with applicable Law, employment agreements, labor agreements, union contracts and collective bargaining agreements, including without limitation, conducting discussions and/or collective bargaining with any applicable labor union if required. 8.3 Unless actions for the claim(s(c) arise before From and after the Closing Date, Buyer shall offer to Transferred Employees such Benefit Plans and arrangements (the Purchaser shall have no recourse against “Buyer’s Benefit Plans”) made available by Buyer to its similarly situated employees. Buyer agrees that Transferred Employees will be eligible to immediately commence participation in the Buyer’s Benefit Plans without regard to any eligibility period. Buyer and its Affiliates will recognize all service of the Transferred Employees with Seller or any member of the Seller Group for purposes of eligibility to participate and vesting (but not benefit accruals in respect of any claim made by or in relation a Buyer’s Benefit Plans). Buyer and its Affiliates will waive to the Employees whether fullest extent permitted by virtue the applicable Benefit Plans all waiting periods, evidence of insurability requirements or pre-existing condition limitations and give credit under the assumption Buyer’s Benefit Plans for amounts paid under a corresponding Seller Benefit Plan for purposes of Undertakings (Protection of Employment) Regulations 1981applying deductibles, the Collective Redundancies copayments and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwiseout-of-pocket maximums. 8.4 Beginning on (d) All Transferred Employees who are participants in a Seller Group Benefit Plan that is an employee pension benefit plan shall retain their accrued benefits under such plans as of the Closing Date, the Purchaser and Seller shall be responsible retain Liability for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar benefits as and to the extent that the same was caused by any act or omission by the Seller prior to when such Transferred Employees become eligible therefor under such plans. All Transferred Employees shall become fully vested in their accrued benefits under Seller’s pension benefit plans as of the Closing Date. 8.6 All (e) Seller shall be liable for any and all Liabilities relating to or arising out of the obligations employment, or cessation of employment, any Person who is or was an employee of any member of the Seller under or in connection Group and who is not a Transferred Employee, including any Person whose employment with the contracts of employment of the Employees arising in respect of any event or period on or Business was terminated prior to the Closing Date (“Seller Employees”), including wages, deferred compensation, and other remuneration earned and due, severance, separation, deferred compensation or similar benefits that are payable to any Seller Employees. (f) Except as otherwise provided in this Section 7.4, Seller shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against liable for any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate Liabilities relating to or arise arising out of or in connection with the employment or dismissal of any of the and all Transferred Employees based on events or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event facts occurring on or prior to the Closing Date for which the Purchaser is liable by reason close of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after business on the Closing Date, including wages, deferred compensation and other remuneration earned and due on or before the close of business on the Closing Date. (g) relate Except as otherwise provided in this Section 7.4, Buyer shall be liable for any and all Liabilities relating to any contract of employment of any employee or arising out of the Seller employment, or any other person (other than any cessation of employment, of the Employees) in respect of which the Purchaser is liable as a result of the Regulations Transferred Employees based on events or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser facts occurring after the Closing Date all information in his or her possession relating to the Business notwithstanding any term close of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to business on the Closing Date (Date, including wages, deferred compensation and other remuneration earned and due after the “Employee Liabilities”)close of business on the Closing Date, arise and any severance, separation or similar benefits that are payable to Transferred Employees terminated on or after the Closing Date, the Employee Liabilities . (h) Seller shall be subject liable for any and all Liabilities relating to or arising out of the cessation of employment of any Transferred Employees as of the close of business on the Closing Date, including any severance, separation or similar benefits that are payable to Transferred Employees, in each case to the Offset defined in Section 3.1extent that such Transferred Employee’s right to severance, separation, deferred compensation or similar benefits arises as a result of the transactions contemplated by this Agreement and the Ancillary Agreements. (i) Seller shall be liable for the administration and payment of all workers’ compensation Liabilities and benefits with respect to (i) Transferred Employees to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring on or prior to the Closing, and (ii) Seller Employees. Buyer shall be liable for the administration and payment of all workers’ compensation Liabilities and benefits with respect to Transferred Employees to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring after the Closing Date. (j) Seller shall be liable for the administration and payment of all health and welfare Liabilities and benefits under the Seller Group Benefit Plans and Foreign Plans with respect to (i) Transferred Employees to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring on or prior to the Closing, and (ii)

Employees. 8.1 9.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer Regulations will apply to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee transfer of the Purchaser has an employment Business under this agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent so that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising will have effect from the Completion Date as if originally made between the Purchaser and the Employees. 9.2 If for any reason the contract of employment of any person who is not an Employee is found or alleged to have effect after the date of this agreement as if originally made with the Purchaser, the Seller, in consultation with the Purchaser, will, within 14 days of being so requested by the Purchaser, make to that person an offer in writing to employ him under a new contract of employment, to take effect upon the termination referred to in sub-clause 10.3, identical in all respects to that person's contract of employment immediately before the date of this agreement. However, the Purchaser must make the request no later than 15 days after becoming aware of the finding or allegation. 9.3 Once that offer has been made (or after the expiry of 14 days after it has been requested), the Purchaser may terminate the employment of the person concerned and, so long as that termination is effected within three months after the Completion Date, the Seller will indemnify the Purchaser against the costs of that Employee's employment, the termination of that employment and any liabilities, or costs relating to that employee which transfer to the Purchaser under Regulation 5 of the Regulations. 9.4 If the contract of employment of any Employee is found or alleged not to have effect after the date of this agreement as if originally made with the Purchaser, other than by virtue of Regulation 5(4A) of the Regulations, the Purchaser, in consultation with the Seller, will, within 14 days of being so requested by the Seller, make to that Employee an offer in writing to employ him under a new contract of employment, to take effect upon the termination referred to in sub-clause 9.5, on terms and conditions which (other than the identity of the employer) will not differ from the corresponding provisions of the Employee's contract of employment immediately before the date of this agreement. However the Seller must make the request no later than 15 days after the Seller becomes aware of such finding or allegation. 9.5 Once that offer has been made (or after the expiry of 14 days after it has been requested), the Seller shall terminate the employment of the Employee concerned and, so long as that termination is effected within three months after the Completion Date, the Purchaser shall indemnify the Seller against the costs of that Employee's employment and its termination. 9.6 All wages, salaries, liabilities in respect of any event or period on or prior the Pay As You Earn System and National Insurance Contributions and other periodic outgoings in respect of the Assumed Employees which relate to a period: 9.6.1 after the Closing Completion Date shall be performed and discharged borne by the Seller and Purchaser; and 9.6.2 on or before the Completion Date shall be borne by the Seller. 9.7 The Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) whichclaim in respect of: 8.6.1 relate to or arise out of or in connection with 9.7.1 the employment or dismissal of any of the Employees or at any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or time prior to the Closing Completion Date for which by the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; orSeller; 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or 9.7.2 the termination of the employment prior to the Completion Date of any such contract (and in this connection person who was formerly assigned to the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); orBusiness; 8.6.3 arise from 9.7.3 subject to sub-clause 9.8 any failure by the Seller to comply with its obligations made or contemplated under Regulation 10 of the Regulations; and 9.7.4 any breach of sub-clause 9.6.2. 9.8 The Purchaser shall indemnify the Seller against any claim in respect of: 9.8.1 the employment of any Employee during the period after the Completion Date including, without limitation, any changes to terms and conditions of employment by the Regulations.Purchaser; 8.7 The Seller undertakes to authorise and hereby authorises each 9.8.2 any termination of the Employees to disclose to employment of any Employee by the Purchaser after the Closing Date all information in his or her possession relating Completion Date; 9.8.3 any failure by the Purchaser to the Business notwithstanding any term of his or her employment comply with the Seller (whether express or impliedits obligations under Regulation 10(3) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by Regulations; and 9.8.4 any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1breach of sub-clause 9.6.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of Buyer agrees to offer employment shall automatically transfer to the Purchaser pursuant Store Employees who are actively employed by Seller immediately prior to Closing, satisfy Buyer’s hiring requirements and are capable (in Buyer’s judgment) of performing the essential functions of the job (with or without any reasonable accommodation as may be required by Applicable Laws). Prior to Closing, Buyer may, at its option, (i) interview the Store Employees, and (ii) obtain employment applications, conduct background checks and perform drug testing with respect to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (Store Employees. Immediately following the Execution Date, Seller shall coordinate with Buyer’s Human Resources Department and afford Buyer a reasonable opportunity to provide the Store Employees with information regarding potential employment opportunities with Buyer. Seller shall permit Buyer to meet with the Store Employees, at the Properties where they are employed or such other location as amended) (the “Regulations”)Buyer may select. Additionally, the Seller acknowledges agrees that (i) no employee it will not grant any increase in the base compensation of or make any other material change in the terms of employment of any of the Purchaser has an employment agreement; Store Employees, except to the extent necessary to comply with Applicable Laws, and (ii) no employee it will provide the Store Employees with notice of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have benefits, if any, that are owed and/or accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing Date, the Purchaser shall have no recourse against the Closing. Seller in respect of any claim made by or in relation agrees to the Employees whether by virtue furnish Buyer with a copy of the assumption of Undertakings notices described in subparagraph (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwiseii), finesupon demand. Upon request, penaltiesSeller shall, judgementsfrom time to time, order furnish Buyer with, or make available to Buyer for inspection and liabilities whatsoever (includingcopying, without limitationa written list setting forth the name, national insurance job duties and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out compensation of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Store Employees. Seller shall furnish Buyer with, or make available to Buyer for inspection and copying, copies of the personnel records (excluding any separate medical files) of the Store Employees to disclose within five (5) Business Days after Buyer requests the same, in writing. Seller shall pay, in full, all wages, salaries, benefits and compensation that are or may be due and payable to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller Store Employees prior to and through the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1Transfer Time.

Employees. 8.1 The Parties acknowledge that (a) No later than ten (10) days following the Employees' contracts Effective Date, Purchaser shall offer employment to each of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 1981 (as amendedemployees set forth on Schedule 6.1(a) (the “RegulationsOffered Employees”), subject to Purchaser’s customary employee evaluation and hiring practices, appropriate regulatory licensing, and for any non-License Required Employees, as of the Initial Closing or Second Closing, as applicable, in accordance with Exhibit H hereto. AdditionallyAny Offered Employees who become employees of Purchaser are hereinafter referred to collectively as “Hired Employees” and individually as a “Hired Employee”. Immediately prior to the applicable Hire Date for each Hired Employee, Seller shall accept resignations from all Hired Employees who the Parties anticipate will commence employment with Purchaser. In the event the Initial Closing occurs, the Seller acknowledges that Hire Date for License Required Employees shall be (i) no employee the Initial Closing Date, if (1) such License Required Employee is State Licensed prior to the Initial Closing Date, and (2) the HomeStreet Office in which such License Required Employee is employed, or a HomeStreet Office to which such License Required Employee can transfer on the Initial Closing Date, is a Financially Viable HomeStreet Office as of the Purchaser has an employment agreement; and Initial Closing Date, or (ii) no employee the Second Closing Date, if such License Required Employee is not hired on the Initial Closing Date and such License Required Employee (1) is State Licensed prior to the Second Closing Date, and (2) the HomeStreet Office in which such License Required Employee is employed, or a HomeStreet Office to which such License Required Employee can transfer on the Second Closing Date is a Financially Viable HomeStreet Office as of the Second Closing Date. The Hire Date for all employees that are ultimately hired by Purchaser in connection with the Initial Closing or the Second Closing shall be the Initial Closing Date or the Second Closing Date, as applicable, provided that Offered Employees on family or medical leave as of the applicable Closing Date shall commence employment with Purchaser as soon thereafter as practicable. (b) Seller shall be granted an responsible for, and shall pay at or prior to the applicable Closing, all Liabilities arising from or relating to any claims by or on behalf of individuals who at or prior to the applicable Hire Date, as applicable, are or were employees of Seller, in respect of all accrued but unused paid time off and vacation and severance pay (the “Termination Costs”) relating to the termination of such employees’ or former employees’ employment agreement. 8.2 The with Seller, or any break in service or any other event entitling someone to payments for such benefits (a “Termination”), which occurs on or prior to such Hire Date. Except as provided above, nothing in this Section 6.1(b) obligates Seller to pay to the Hired Employees any Termination Costs in excess of what would otherwise be legally or contractually due to the Hired Employees at Termination of employment by Seller. Purchaser shall be responsible for and undertakes to indemnify and keep all obligations or Liabilities incurred or arising after the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior applicable Hire Date for each Hired Employee. (c) Except with regard to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing DateHired Employees, the Purchaser shall have no recourse against the Seller in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser shall be responsible for the payment of all wages providing and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against discharging any and all actionsnotifications, proceedingsbenefits, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance Liabilities to employees and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee Governmental Authorities required by the Seller WARN Act that are required to be provided or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring discharged on or prior before the applicable Closing, to the Closing Date for which the Purchaser is liable by reason employees of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the RegulationsSeller. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.

Employees. 8.1 The Parties acknowledge that the Employees' contracts of employment shall automatically transfer to the Purchaser pursuant to the Transfer of Undertaking (Protection of Employmenta) Regulations 1981 (as amended) (the “Regulations”). Additionally, the Seller acknowledges that (i) no employee of the Purchaser has an employment agreement; and (ii) no employee of the Seller shall be granted an employment agreement. 8.2 The Purchaser shall be responsible for and undertakes to indemnify and keep the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements of the Employees which have accrued prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before On the Closing Date, the Purchaser Buyer shall have no recourse against the make offers of employment to all individuals who are employed by any Seller in respect the conduct of the Business on the date immediately preceding the Closing Date and are members of any claim made by or in relation to the Employees whether by virtue of the assumption collective bargaining units identified in any of Undertakings the Union Contracts (Protection of Employment) Regulations 1981such individuals being hereinafter “Union Employees”). In addition, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, Buyer shall make offers of employment to all individuals who are not Union Employees and who are employed by any Seller in the Purchaser shall be responsible for the payment of all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions in respect conduct of the Employees. 8.5 The Seller undertakes to indemnify and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar Business (including employees classified as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period on or prior to the Closing Date shall be performed and discharged by the Seller and the Seller shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal of any of the Employees or any other employee by the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or prior to the Closing Date for which the Purchaser is liable by reason of the operation of the Regulations or other measure having the force of law; or 8.6.2 (whether or not in respect of a period before or after the Closing Date) relate to any contract of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable inactive as a result of disability, leave of absence or other absence) on the Regulations or Directive 77/187 of the Council of European Communities or the termination of any such contract (and in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulations. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after business day immediately preceding the Closing Date all information except for those individuals identified in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or impliedSection 7.06(a) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the EmployeesDisclosure Schedule attached hereto, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the individuals that are entitled to receive offers of employment from the Buyer pursuant to this sentence being hereinafter “Employee LiabilitiesNon-Union Employees”), arise on or . Promptly after the Closing Date, the Employee Liabilities Buyer agrees to negotiate in good faith with the Unions identified in the Union Contracts as the representatives of the Union Employees with respect to the terms and conditions of employment of such employees. The terms and conditions of employment which Buyer shall offer to Non-Union Employees shall be subject substantially comparable in the aggregate to the Offset defined terms and conditions upon which they are employed by Sellers; provided that, nothing shall be deemed to entitle any Union Employees or any Non-Union Employees to participate in any employee stock ownership plan. (b) For purposes of this Agreement, any individual that accepts an offer of employment made by Buyer (as contemplated by Section 7.06 above) shall be referred to individually as a “Transferring Employee” and all such individuals shall be referred to collectively as “Transferring Employees”. Subject to Buyer’s compliance with the provisions hereof relating to continuation of certain benefits provided by Sellers and with the provisions of Section 7.06(d) below, nothing contained herein shall be deemed to limit or otherwise restrict the rights of Buyer to reduce or otherwise modify the compensation or employee benefits paid or made available to any Transferring Employee nor shall anything herein be deemed to limit or otherwise restrict the right of Buyer to modify the terms and conditions of employment of any Transferring Employee at any time after the Closing Date or to terminate the employment of any Transferring Employee at any time after the Closing Date for any reason whatsoever, it being understood that Buyer will be responsible for any amounts due as a result of any such actions. (c) Buyer shall be responsible for payment of any severance benefits or other Liabilities which may arise with respect to the employment and termination of employment of any employees that are employed by Sellers on the business day immediately preceding the Closing Date and any severance benefits or other liabilities payable in connection with the termination of employment of any employee who does not accept the offer of employment made by Buyer to such individual on the Closing Date. The Sellers shall be responsible for payment of any severance benefits or other Liabilities which may arise with respect to the employment and termination of employment of any individuals identified in Section 3.17.06(a) of the Disclosure Schedule attached hereto and for the severance benefits and, except as provided in Section 7.07 below, other Liabilities of Sellers with respect to former employees ( employees who are not employed by any Seller in the conduct of the Business, whether in active or inactive status, on the business day immediately preceding the Closing Date) of the Business.

Employees. 8.1 The Parties acknowledge (a) At any time following the date hereof and prior to the LMA Effective Date, Programmer may, in its sole discretion, make offers of employment with Programmer to any or all of the Current Station Employees, to be effective as of the LMA Effective Date (provided that the Employees' contracts offer of employment for any employee who serves as the manager or second employee pursuant to Section 6(a) shall automatically transfer be effective as of the Closing (as defined in the Contribution Agreement) and, with respect to any such employee, all references in this Section 10 to the Purchaser LMA Effective Date shall be deemed to refer to the date of the Closing). Beginning immediately following the date of this Agreement, Emmis Radio shall provide Programmer with the opportunity to interview the Current Station Employees (including any such employees hired after the date hereof) (and Emmis Radio and Programmer shall work in good faith to schedule such interviews at such times as would not unreasonably interfere with such Current Station Employees’ duties), and with any information regarding the Current Station Employees that Programmer reasonably requests in connection therewith, consistent with applicable Law, in order to determine the Current Station Employees to whom Programmer will offer employment. Programmer shall notify Emmis Radio of each Current Station Employee who accepts employment with Programmer pursuant to this Section 10 (each such employee, a “Hired Employee”) as soon as practicable after such acceptance. Effective as of the LMA Effective Date, Emmis Radio shall terminate the employment of each Hired Employee and each Hired Employee shall commence employment with Programmer. On or prior to the LMA Effective Date, Emmis Radio shall provide, to the extent not prohibited by applicable Law, in written or electronic form, Programmer with originals or copies of all records and files relating to the Hired Employees. Programmer shall not, following the LMA Effective Date, without the consent of the individuals to whom such records or files relate or as permitted or required by applicable Law, use or disclose such records or files (or information contained therein) for purposes (i) other than those for which such information was collected or (ii) which do not relate directly to the carrying on of the business at the Stations or to the carrying out of the purposes for which the transactions contemplated by this Agreement were implemented. Notwithstanding anything herein to the contrary, Programmer shall not have any responsibility for, and Emmis Radio shall retain and hold Programmer harmless and indemnify Programmer with respect to, any and all claims, losses, Liabilities, damages, expenses and other obligations (including statutory or contractual severance benefits) arising as a result of the actual or constructive termination of the employment of any employee of Emmis Communications Corporation or any of its subsidiaries as a result of the transactions contemplated hereby, including as a result of Programmer’s selection of Current Station Employees to whom to offer employment hereunder; provided that Programmer shall be responsible for, and Programmer shall retain and hold Emmis Radio harmless and indemnify Emmis Radio with respect to, any and all claims, losses, Liabilities, damages, expenses and other obligations arising solely as a result of Programmer’s violation of applicable Law in selecting Current Station Employees to whom to offer employment hereunder (the “Employee Offer Liabilities”). If Programmer has not established as of the LMA Effective Date medical and dental insurance plans (the “New Welfare Plans”) for the benefit of Hired Employees that are substantially comparable to the medical and dental insurance plans provided by Emmis Radio and its Affiliates to such Hired Employees immediately prior to the LMA Effective Date (the “Current Welfare Plans”), then with respect to each Hired Employee who elects to receive continuation medical and dental coverage under the medical and dental insurance plans provided by Emmis Radio and its Affiliates to such Hired Employees immediately prior to the LMA Effective Date (the “Current Welfare Plans”) pursuant to the Transfer Consolidated Omnibus Budget Reconciliation Act of Undertaking 1985, as amended (Protection of Employment) Regulations 1981 (as amended) (the “RegulationsCOBRA”). Additionally, Programmer shall promptly reimburse such Hired Employee for the Seller acknowledges amount of COBRA premiums paid by such Hired Employee for such continuation coverage in respect of the period commencing on the LMA Effective Date and ending on the date on which such Hired Employee becomes eligible to participate in the New Welfare Plans (but such reimbursement obligation shall be limited to the amount by which such premiums exceed the premiums that such Hired Employee would have been required to pay for such coverages had such Hired Employee remained an active Station Employee of Emmis Radio during such period). (b) Notwithstanding anything to the contrary in this Section 10, (i) no Programmer agrees that the provisions of this Section 10 shall be subject to any applicable provisions of a collective bargaining agreement in respect of Hired Employees, to the extent such provisions are inconsistent with or otherwise in conflict with the provisions of any such collective bargaining agreement, and (ii) Programmer shall be permitted to make changes to any Represented Employee’s compensation and benefits to the extent permitted under the applicable collective bargaining agreement. Notwithstanding the foregoing, it is agreed and understood by Emmis Radio that Programmer is not assuming any of the contribution history of Emmis Radio for contributions made on, before or after the LMA Effective Date to any Multiemployer Plans to which Emmis Radio has or had an obligation to contribute and that Programmer is not assuming any withdrawal liability under any of the Multiemployer Plans. (c) With respect to all Contributors Plans, Licensees shall retain sponsorship of all such Contributors Plans and shall retain all commitments, Liabilities and obligations thereunder, whether arising before, on or after the LMA Effective Date, and Programmer shall not assume sponsorship of, contribute to or maintain any such Contributors Plans and shall not assume any commitment, Liability or obligation thereunder, whether arising before, on or after the LMA Effective Date. Following the LMA Effective Date: (i) Emmis Radio shall retain liability and responsibility for all employment and employee benefits-related Liabilities, obligations, claims and losses (other than Employee Offer Liabilities) that (A) relate to any Hired Employee (or any dependent or beneficiary of any Hired Employee) and are incurred or arise on or prior to the LMA Effective Date or (B) are incurred or arise at any time and relate to any employee of Emmis Communications Corporation or any of its subsidiaries other than the Purchaser has an employment agreementHired Employees, and Programmer shall have no liability or responsibility for any such Liabilities, obligations, claims or losses; and (ii) no employee of the Seller Programmer shall be granted an solely responsible for (A) all employment agreementand employee-benefits related Liabilities, obligations, claims and losses that relate to any Hired Employee (or any dependent or beneficiary of any Hired Employee) and are incurred or arise after the LMA Effective Date, and (B) the Employee Offer Liabilities, and Emmis Radio shall have no liability or responsibility for any such Liabilities, obligations, claims or losses, or the Employee Offer Liabilities. 8.2 The Purchaser (d) Emmis Radio shall be responsible for make a prorated annual bonus payment to each Hired Employee who remains employed with Emmis Radio or its subsidiaries through the LMA Effective Date, the amount (if any) of which shall equal the product of such Hired Employee’s target annual bonus and undertakes to indemnify and keep a fraction, the Seller indemnified from and against all accrued holiday pay entitlements and accrued holiday entitlements numerator of which is the Employees number of days in the calendar year during which have accrued the LMA Effective Date occurs that elapse prior to the Closing Date. 8.3 Unless actions for the claim(s) arise before the Closing LMA Effective Date, and the Purchaser denominator of which is 365, except that such amount shall have no recourse against only be payable to the Seller extent such Hired Employee is, as of the LMA Effective Date, performing “on plan” in respect of any claim made by or in relation to the Employees whether by virtue of the assumption of Undertakings (Protection of Employment) Regulations 1981, the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 1999 or arising under contract, statute, regulation, directive or otherwise. 8.4 Beginning on the Closing Date, the Purchaser such target bonus. Each such prorated bonus shall be responsible for paid as soon as practicable following the payment of LMA Effective Date. Emmis Radio shall pay to each Hired Employee all wages and salaries due, any related pay-as-you-earn, National Insurance or deductions amounts in respect of the Employees. 8.5 The Seller undertakes to indemnify vacation days and keep the Purchaser indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused other paid time off accrued but not taken by any act or omission by the Seller prior to the Closing Date. 8.6 All the obligations of the Seller under or in connection with the contracts of employment of the Employees arising in respect of any event or period such Hired Employee on or prior to the Closing LMA Effective Date, and Programmer shall have no obligation to honor such accrued vacation days or paid time off after the LMA Effective Date and shall have no other commitment, Liability or obligation for, and Emmis Radio and its Affiliates shall hold Programmer harmless with respect to, all such amounts payable to any Hired Employee. After the LMA Effective Date, each Hired Employee’s eligibility for vacation and other paid time off shall be performed determined under Programmer’s vacation policy. (e) Emmis Radio and discharged by Programmer hereby agree to follow the Seller alternate procedure for United States employment tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-34. Accordingly, Emmis Radio and its Affiliates shall have no United States employment tax reporting responsibilities, and Programmer shall have full United States employment tax reporting responsibilities, for Hired Employees following the Seller close of business on the LMA Effective Date. (f) Within five (5) Business Days following the LMA Effective Date, Emmis Radio shall indemnify the Purchaser from and against any and all actions, proceedings, costs, claims, expenses, demands, damages, awards (whether of compensation or otherwise), fines, penalties, judgements, order and liabilities whatsoever (including, without limitation, national insurance and pension entitlements and any liability to pay accrued holiday pay) which: 8.6.1 relate to or arise out of or in connection with the employment or dismissal notify Programmer of any of “employment loss” (as defined in the WARN Act) experienced by any Station Employees or any other employee by during the Seller or any other person or any act or omission by the Seller or any associate of the Seller or any other event occurring on or 90-day period prior to the Closing LMA Effective Date. (g) From the date of this Agreement through the earlier of (i) the LMA Effective Date or (ii) the date this Agreement is terminated in accordance with Section 14, except as set forth in Schedule 10(g) or as consented to by the GTCR Investors in writing in advance (which consent shall not be unreasonably conditioned, withheld, delayed or denied), Emmis Radio shall not, except as otherwise expressly contemplated by this Agreement, the Purchase Agreement or the Contribution Agreement: (i) except to the extent Licensee deems necessary or appropriate to preserve the business of the Stations, as required to comply with any collective bargaining agreement or Contributors Plan (in each case as in effect on the date of this Agreement), or as required to comply with applicable Law, (A) grant any loan or any increase in the compensation or benefits of, or pay any bonus to, any Station Employee, (B) pay to any Station Employee any compensation or benefit not provided for which under any Contributors Plan, other than the Purchaser payment of cash compensation in the Ordinary Course of Business of the Stations, (C) grant any increase in severance, change of control, retention, termination or similar compensation or benefits to any Station Employee, (D) adopt, establish, enter into, amend, modify or terminate any Contributors Plan, (E) grant any awards under any Contributors Plan to any Station Employee (including the grant of stock-based or stock-related awards, or the removal of existing restrictions in any Contract or Contributors Plan or awards made thereunder), (F) enter into any trust, annuity or insurance Contract or similar agreement or take any other action to fund or otherwise secure the payment of any compensation or benefit for any Station Employee or (G) take any action to accelerate the time of vesting or payment of any compensation or benefit to any Station Employee; (ii) modify or terminate any collective bargaining agreement or other labor union Contract, or enter into any collective bargaining agreement or other labor union Contract with respect to the Stations, except in the Ordinary Course of Business of the Stations and after consultation with the Company, or take any act reasonably expected to cause a material breach under any collective bargaining agreement, or waive any material right under any collective bargaining agreement with respect to the Stations; or (iii) (A) terminate the employment of any Current Station Employee outside of the Ordinary Course of Business or (B) transfer any Current Station Employee to a Retained Station or transfer any employee of any Retained Station to a Station. (h) For the avoidance of doubt, the provisions of this Section 10 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is liable intended or shall be construed to confer upon or give to any person (including any Station Employee or other current or former employee of Emmis Communications Corporation or any of its subsidiaries), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 10) under or by reason of any provision of this Agreement. Nothing in this Section 10 shall amend, or be deemed to amend (or prevent the operation amendment or termination of) any Contributors Plan or any compensation or benefit plan of Programmer or its Affiliates. The Programmer shall have no obligation to employ or retain the Regulations services of any Hired Employee for any period of time and, except as specifically provided in this Section 10, Programmer shall be entitled to modify any compensation or benefits provided to, and any other measure having the force of law; or 8.6.2 (whether terms or not in respect of a period before or after the Closing Date) relate to any contract conditions of employment of any employee of the Seller or any other person (other than any of the Employees) in respect of which the Purchaser is liable as a result of the Regulations or Directive 77/187 of the Council of European Communities or the termination of of, any such contract (and employees in this connection the Purchaser shall terminate such contacts of employment promptly on becoming aware of the same); or 8.6.3 arise from any failure by the Seller to comply with its obligations made or contemplated by the Regulationsabsolute discretion. 8.7 The Seller undertakes to authorise and hereby authorises each of the Employees to disclose to the Purchaser after the Closing Date all information in his or her possession relating to the Business notwithstanding any term of his or her employment with the Seller (whether express or implied) which would otherwise preclude him or her from so doing. 8.8 Should any liabilities, obligations, costs, claims and demands arising from or in respect of any of the Employees, insofar as and to the extent that the same was caused by any act or omission by the Seller prior to the Closing Date (the “Employee Liabilities”), arise on or after the Closing Date, the Employee Liabilities shall be subject to the Offset defined in Section 3.1.