Common use of Employees Clause in Contracts

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.

Employees. As (a) At the time of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityshall, subject to agreement by IP such Employees satisfying Buyer’s standard employment requirements and Buyer as pre-hiring process to the particular individuals involvedextent Buyer determines to apply the same prior to Closing, (i) offer employment to offer positions each actively at work Employee, and specifically including any Employees on leave under the Family and Medical Leave Act of 1993, effective as of the Closing Date in a role with a level of responsibility and with compensation levels (including base salary and target bonus) which, when taken as a whole, are at least reasonably comparable to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs aggregate levels each Employee had in effect with Seller as of the date of Closing. IP this Agreement, and Xxxxx shall agree (ii) effective as of the first day of the month coincident with or following the Closing Date, provide to each Transferred Employee employment benefits (other than any defined benefit pension plan benefits, deferred compensation plan benefits, severance benefits and any equity compensation benefits) that are either (A) reasonably comparable in the Definitive Agreement aggregate to develop a transition plan those benefits provided to newly hired employees of Buyer in comparable positions, which benefits shall include medical coverage, or (B) reasonably comparable in the aggregate to those benefits received by the applicable Employee from Seller immediately prior to the Effective Time, but excluding any enhancements to such benefits made after the date hereof. The Transferred Employees shall continue to participate in Seller’s Employee Benefit Plans identified on Schedule 5.6(a)(i) through the last day of the calendar month in which the Closing occurs (or if earlier, the date the Transferred Employee terminates employment with Buyer and its Affiliates), and Buyer shall reimburse Seller for the cost of such continued participation, in accordance with Sections 16-128 the terms and conditions set forth in Schedule 5.6(a)(ii). Prior to the Closing Seller will use commercially reasonable efforts to obtain confirmation from The Hartford that after the Closing The Hartford will honor the conversion rights of each Transferred Employee and covered dependents applicable to terminated Employees and their dependents under Seller’s supplemental, dependent and spousal life and AD&D insurance policy and will not terminate such policy during the Illinois Public Utilities Act to be offered to employees of Clinton prior to and applicable conversion period following Closing. (b) If Buyer terminates any Transferred Employee within 90 days following the Closing Date other than for cause, Buyer shall provide such Transferred Employee with severance benefits no less than the benefits that would be provided under Seller’s Reduction in Force policy effective June 19, 2012. IP will Nothing in this Agreement limits the rights of Buyer or any of its Affiliates to eliminate or change the conditions of employment, including the amendment or termination of any benefit plans, for any reason as Buyer may, in its sole discretion, unilaterally determine. Seller shall be responsible for implementing termination of any existing employment agreements, severance payments, pension or other employment and funding employee benefit plan obligations related to past service for all Employees, whether or not offered employment by Buyer. Seller shall prior to the transition plan Closing provide Buyer with a schedule of all former Employees who have suffered an employment loss within the meaning of the WARN Act at any time on or within the ninety (90) days prior to the Closing Date. Seller shall be responsible for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance any obligations owing under the WARN Act with respect to any transferred employment by Seller or failure by Seller to employ or continue to employ any Employees through the Closing Date or with respect to the failure of any Employee to receive an offer of employment from Buyer because such Employee failed to satisfy Buyer’s standard employment requirements and pre-hiring process. Buyer shall be responsible for any obligations under the WARN Act with respect to any failure by Buyer to offer employment to any Employee who satisfied Buyer’s standard employment requirements and pre-hiring process (a “Qualified Employee”) and any failure to continue to employ any Transferred Employees following the Closing Date (including, if applicable, for WARN Act obligations applicable to Employees terminated by Seller on or before the Closing Date and identified in writing to Buyer on or before the Closing Date to the extent Buyer’s failure to offer employment to Qualified Employees or failure to continue to employ Transferred Employees results in such WARN Act obligation for such Seller-terminated Employee); provided, that if Buyer determines that an event would trigger obligations arising under the WARN Act, or any similar foreign, state or local Legal Requirement relative to any plant closing or mass layoff (or similar triggering event) within sixty (60) days following the Closing Date, Seller shall, at Buyer’s request and at Buyer’s expense, provide notices to all employees lawfully terminated required to be provided under the WARN Act (except for causeor any similar Legal Requirement), in a form approved by and as directed by Buyer. (c) by Xxxxx during the twenty-four (24) month period following Closing. Following Buyer agrees that in connection with its employment of any such Transferred Employees, Buyer shall: (i) give full credit for years of service with Seller or its predecessors for purposes of (A) eligibility to participate in and vesting under Buyer’s 401(k) plan and (B) determining seniority and other terms and conditions of employment, termination and severance, including vacation but excluding any grandfathered benefits requiring employment as of a date prior to the employees referenced aboveClosing Date, and (ii) will apply prior period(s) of health insurance coverage toward satisfaction of Buyer’s pre-existing conditions limitations upon submission of Certificate(s) of Creditable Coverage, as permitted under the Health Insurance Portability and Accountability Act of 1996. If, for any reason the Closing Date occurs after December 31, 2012, to the extent permissible under Buyer’s plans, (i) Buyer will comply with shall cause all previously met medical and dental plan deductibles incurred under Seller’s medical and dental plans during the provisions of Section 16-128 of calendar year in which the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause Closing Date occurs to be transferred to defined contribution plans established and/or already maintained by applied toward Buyer’s preferred access medical plan and Buyer’s dental plan deductibles for such calendar year, and (ii) previous out-of-pocket medical expenses met under Seller’s plan during the Buyer an amount equal to calendar year in which the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as Closing Date occurs will apply toward Buyer’s out-of -pocket protection maximums for such calendar year. From the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after date hereof until the Closing, Seller shall cause provide Buyer with reasonable access to the Employees during normal business hours upon reasonable notice. Such access shall be transferred from Seller's pension in accordance with applicable Legal Requirements and welfare benefit plans for the purpose of interviewing such persons and establishing the satisfaction of Buyer’s standard employment requirements and pre-hiring process, to the extent Buyer determines to apply the same prior to Closing. Buyer and Seller shall consult with each other regarding communication with the Employees in an effort to minimize any adverse impact on the Business. Nothing in this Agreement shall confer upon any Employee any right with respect to employment by Buyer. Notwithstanding the foregoing references to “Buyer”, it is agreed by Seller and Buyer that the obligation of Buyer to offer employment in accordance with the terms and conditions described in this Section 5.6 can be satisfied by Buyer or any other Affiliate or Affiliates of Buyer, as determined in the sole discretion of Buyer, and if satisfied by one or more Affiliates of Buyer, all references to Buyer or its affiliates an amount includes such Affiliates. (the "Benefit Assets Transfer Amount"d) equal to the total As of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of this Agreement, Employees participate in the defined contribution plan listed on Schedule 5.6(d) (the “CSC 401(k) Plan”). Prior to the Closing, the Sellers shall amend the CSC 401(k) Plan and take any other action necessary so that the account balances of the Employees shall be fully vested and may, at the election of each such Employee made within 30 days of the Closing Date, be transferred to a tax qualified defined contribution plan maintained by Buyer or one of its Affiliates. Buyer shall take all necessary action so that a tax qualified defined contribution plan maintained by Buyer accepts the transfer of such assets. With respect to account balances in cash (excluding loans) of the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningselecting Employees.

Employees. As of On the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingClosing Date, Seller shall cause to be paid to all employees employed at the Hotel (“Employees”) all accrued compensation of those Employees through the Closing Date, except for current or accrued vacation, accrued wellness/sick day, personal day, bonus, severance pay or deferred compensation that was accrued prior to the Closing Date, which shall at the option of Purchaser (i) be paid by Seller or (ii) be transferred to Purchaser and for which Purchaser shall receive a credit against the Purchase; provided that if Purchaser elects to proceed under clause (ii) above, the accrued vacation and PTO shall be transferred to Purchaser only if Seller has obtained the consent of each Employee to such transfer in accordance with legal requirements of the State of California. Purchaser shall not be liable for any liability under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) or salary continuation obligations of any Employee. Purchaser does not and shall not assume or be responsible for any employment obligations or liabilities of Seller arising prior to the Closing Date. Without limiting the foregoing, Purchaser shall have no liability or obligation in connection with former or current Employees or agents of Seller, or any dependent or beneficiary of any of them by reason of their relationship to Seller for the following which shall be paid by the Seller: (A) to the extent accrued or arising from events occurring prior to the Closing Date: (1) unpaid wages, salaries, bonus or other compensation promised by Seller or required by law; (2) contributions to or payments under employee benefit plans, programs, policies, arrangements or understandings; or (3) accrued, but unused vacation, sick, personal time, severance pay and deferred compensation, if any; or (4) liabilities or obligations under any collective bargaining relationship or any other union contracts; or (B) claims, demands, administrative proceedings or suits arising out of, or in connection with, alleged unlawful employment practices of Seller's pension . Seller shall receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. Purchaser shall receive a credit against the Purchase Price for the total of (a) prepaid rents, (b) prepaid room receipts and welfare benefit plans deposits, function receipts and deposits and other reservation receipts and deposits, and (c) unforfeited security deposits together with any interest payable to Buyer or its affiliates a tenant thereon held by Seller under Occupancy Agreements. At 11:59 p.m. the day prior to Closing, Seller shall check-out those hotel guests who are in occupancy at the Hotel, so as to directly bxxx and collect all revenues generated prior to the Closing Date, and then immediately check those hotel guests back into the Hotel so they can be included in the Final Rooms Revenue for the Closing Date. At Closing, Seller shall sell to Purchaser in connection with the Hotel, and Purchaser shall purchase from Seller at face value all pxxxx cash funds in connection with the hotel guest operations at the Property, which shall be an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) all pxxxx cash funds on hand and transferred to Purchaser. In addition, Seller shall provide a credit to Purchaser in an amount equal to one-half (1/2) of the Final Rooms Revenue from the night prior to the Closing Date. The procedure and method of making the proration adjustments set forth in this Section 7.6 is attached to this Agreement as Exhibit G. Purchaser shall receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to this Agreement), occupancy and liquor taxes and like impositions up to but not including the Closing Date. Any such taxes applicable to the Final Rooms Revenue shall be mutually agreed upon apportioned equally between Seller and Purchaser. Seller shall cooperate reasonably with Purchaser to permit Purchaser to obtain, if desired by Purchaser, sale and occupancy tax clearance certificates from the State in which the Real Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties based shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the projected costs final bxxx or other evidence of the applicable revenue or expense. The obligation to cover pension benefit obligations owing make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Seller or by Purchaser with respect to Seller's transferred employees, (ii) an amount to the Property after the Closing Date shall be mutually agreed upon by promptly allocated in the manner described herein and the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) shall promptly pay or reimburse any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assetsamount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, Seller and Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) days after the preceding sentenceClosing, a dollar for dollar adjustment to the purchase price then, in such event, such amounts or issues shall be made submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to Seller and Purchaser for final resolution, and Seller and Purchaser agree to be bound by the determination of such accountant. The costs and expenses incurred in connection with the event that compliance with applicable law results in services of such accountant shall be borne equally by Seller and Purchaser. The provisions of this Section 6.6 shall survive the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsClosing.

Employees. As (a) To the extent permissible under the applicable provisions of the ClosingCode and ERISA, Buyer for purposes of crediting periods of service for eligibility to participate and vesting under the 401(k) Plan maintained by Xxxxxxx or Xxxxxxx Bank, as applicable and for purposes of eligibility to participate (but not for purposes of benefit accrual) under the defined benefit pension plan maintained by Xxxxxxx or Xxxxxxx Bank, as applicable, individuals who are employees of MECH or MS Bank at the Effective Time will employ consistent be credited with periods of service with MECH or MS Bank before the Effective Time as if such service had been with Xxxxxxx or Xxxxxxx Bank, as applicable; provided, however, that if, after the Effective Time, Xxxxxxx or Xxxxxxx Bank continues in effect the money purchase pension plan previously maintained by MECH or MS Bank, Xxxxxxx and Xxxxxxx Bank shall not be required to cause employees who are covered by such money purchase pension plan to accrue benefits under such defined benefit pension plan with respect to any period for which Xxxxxxx or Xxxxxxx Bank makes contributions to such money purchase pension plan, and nothing in this Section 6.6 shall be construed to require any duplication of benefits. Similar service credit shall also be given by Xxxxxxx or Xxxxxxx Bank in determining eligibility to participate in vacation and welfare plans provided to such employees of MECH or MS Bank after the Merger. Employees of MECH and MS Bank as of the Effective Time will be immediately eligible to participate in the comprehensive health and welfare plans maintained by Xxxxxxx or Xxxxxxx Bank on the same basis that they were eligible to participate in the corresponding plans at MECH or MS Bank immediately before the Effective Time and restrictions under such plans relating to preexisting conditions will be waived for such employees and their covered dependents. (b) Following the Effective Time and until such time as Xxxxxxx in its business needs reasonable discretion and in accordance with applicable law determines that the IP employees then working of MECH as of the Effective Time (the "MECH Employees") shall participate in the employee benefits plans and programs provided to similarly situated employees of Xxxxxxx Bank, the benefits to be provided to the MECH Employees shall be the benefit plans and programs that were provided by MECH to such employees immediately before the Effective Time. (c) Following the Merger, Xxxxxxx agrees that it shall honor the existing written deferred compensation, employment, change of control and severance contracts or plans with directors and employees of MECH and its Subsidiaries that are specifically listed at Section 6.6 of the MECH Disclosure Schedule; provided, however, that in making the foregoing agreement, except as otherwise required by law, Xxxxxxx will honor such contracts only to the extent that none of such deferred compensation, employment, change of control and severance contracts, nor any other Plan, program, agreement or other arrangement, either individually or collectively, provides for any payment by MECH or its Subsidiary that would not be deductible under Code Sections 162(a)(1), 162(m) or 404 or that would constitute a "parachute payment" within the meaning of Code Section 280G that is not disclosed in response to Section 3.11 hereof. Xxxxxxx will cause Xxxxxxx Bank to offer employment, with reasonably comparable positions and compensation, to all non-managerial branch personnel of MS Bank. Xxxxxxx will post at MS Bank job openings at Xxxxxxx or Xxxxxxx Bank immediately following the execution of this Agreement and those fully dedicated will "lease" MECH and MS Bank employees where possible prior to the Effective Time. Xxxxxxx will cause Xxxxxxx Bank to offer to employees of MECH and MS Bank who are on Xxxxxxx'x budget and payroll and Buyer will be given not retained after the opportunityEffective Time opportunities for employment with Xxxxxxx Bank as vacancies occur, subject to agreement the employees' qualifications for positions that may become available. Xxxxxxx recognizes that MS Bank's senior officers have valuable knowledge, experience and familiarity with MS Bank's operations. In order to take advantage of such value, Xxxxxxx will attempt, by IP and Buyer as December 17, 1999, in good faith to enter into agreements (which may provide for a period of noncompetition, consulting or employment following the particular individuals involvedEffective Time, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxxin Xxxxxxx'x sole discretion) with the eight senior officers of MECH who currently have change of control agreements. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Employees of MECH or MS Bank as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton Effective Time who are not transferred to (employed by) Xxxxx retained by Xxxxxxx or Xxxxxxx Bank for a period of one year after the Effective Time, and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) who are not otherwise covered by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveor change in control agreements, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order eligible to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closingreceive severance benefits provided by MECH, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer MS Bank, Xxxxxxx or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and Xxxxxxx Bank before the date hereof whichever provides greater benefits to the employee. A copy of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsMSB Severance Plan is attached hereto as Schedule 6.6(c).

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx (a) Purchaser shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing any notification required, if any, by any Applicable Laws governing layoffs or terminations to any employees of the Company (the “Travel Employees”) with respect to the Contemplated Transactions (collectively “WARN Notices”), including the Worker Adjustment and funding Retraining Notification Act, and the transition plan rules and regulations promulgated thereunder (and any similar state or local Applicable Laws) (“WARN Act”). Purchaser shall be responsible for employees at Clinton who are not transferred any liability related to the WARN Act or similar laws with respect to the Travel Employees, including any failure to deliver any applicable WARN Notices to the Travel Employees if required by the WARN Act. (employed byb) Xxxxx Except with respect to Transaction Expenses and for applicable severance obligations owing to any transferred employees lawfully terminated (except the liabilities described in Section 6.03(f), Purchaser and its Affiliates shall be solely liable for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets all benefits (including, but not limited to, promissory notes evidencing loans severance and COBRA benefits), payments, any all other liabilities and obligations arising from IP's corresponding or relating to the termination of a Travel Employee on or following the Closing Date, and Sellers shall bear no liability or obligation relating to such termination. (c) Purchaser shall provide, or cause the Company to provide, to the Travel Employees, for the period of at least twelve (12) months immediately following the Closing Date, (i) no less than the same wage rate or cash salary levels in effect immediately prior to the Closing and (ii) employee benefit plans, (non-equity) target incentive compensation opportunities and fringe benefits (excluding defined contribution plans to transferred employees benefit pension benefits, retiree medical benefits, deferred compensation and supplemental retirement benefits and equity and other long-term incentive compensation) that are outstanding as of the transfer dateeither (A) representing the account balances of all transferred employees. This transfer will be done substantially comparable, in the most practical aggregate, to those in effect immediately prior to the Closing or (B) substantially comparable, in the aggregate, to those made available to similarly situated employees of Purchaser and effective method in order its Affiliates; provided, however, that (I) subject to ensure compliance with the Internal Revenue Code foregoing and to the Employee Retirement Income Security Act. As soon as practicable other provisions of this Section 6.03, nothing herein is intended to limit the right of Purchaser (or after the Closing, Seller the Company) to terminate the employment of any individual Travel Employee at any time or to change or modify any incentive compensation or employee benefit plan or arrangement or the terms and conditions of employment of any individual Travel Employee at any time, or (II) modify or reduce the compensation of any individual Travel Employee at any time, including on account of bona fide performance issues or a change in job duties, functions, responsibilities or hours. Purchaser shall, or shall cause the Company to, under any plan providing health benefits in which Travel Employees will participate after the Closing Date, to (A) waive any preexisting condition limitations otherwise applicable to Travel Employees and their eligible dependents to the extent such limitations did not apply under the corresponding Parent Benefit Plan and (B) use commercially reasonable efforts to provide credit to each Travel Employee for any co-payments, deductibles and out-of-pocket expenses paid by the Travel Employee during the portion of the relevant plan year including the Closing Date. For eligibility and vesting purposes under any Benefit Plan sponsored or maintained by Purchaser and the Company and for all purposes with regard to vacation, sick time, personal time off, or other similar policies, Purchaser shall, or shall cause the Company to, provide Travel Employees with past service credit for such Travel Employees’ service to Sellers, the Company or any of their respective Affiliates, as applicable, provided that the foregoing shall not apply to the extent it would result in a duplication of benefits. Notwithstanding any provision of this Agreement to the contrary, with respect to any Travel Employee who, as of the Closing Date, is not in active service with the Company (including employees on any form of long-term or short-term disability leave or other leave of absence) (each, an “Inactive Travel Employee”), Gaiam Travel Parent will cooperate with Purchaser and will take such action as is necessary to allow such Inactive Travel Employee to continue to participate in and remain covered under all Parent Benefit Plans providing health or welfare benefits or insurance coverage until such time as such Inactive Travel Employee returns to active service with the Company. The Company will reimburse Gaiam Travel Parent for such coverage in amounts that are determined and calculated and at such times and through such processes as are consistent with historical practice. (d) Purchaser agrees that each Travel Employee who receives an “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Parent 401(k) Plan and is eligible to participate in the Purchaser 401(k) Plan shall be eligible to rollover such distribution (including an in-kind rollover of outstanding notes associated with participant plan loans) to the Purchaser 401(k) Plan, in accordance with reasonable policies and procedures adopted by the plan administrators of such plans. Notwithstanding anything to the contrary herein, neither Purchaser nor any of its Affiliates shall assume any liabilities arising under or relating to the Parent 401(k) Plan. Gaiam Travel Parent agrees to take commercially reasonable actions as are necessary, including providing Travel Employees with a 90-day grace period with regard to participant loan repayments, to avoid any deemed distributions in respect of participant loans and agrees not to place such loans into default, so long as the applicable Travel Employee continues to make payments in accordance with reasonable administrative policies and procedures. Purchaser agrees to cause the trustee and plan administrator of the Purchaser 401(k) Plan to accept an in-kind rollover of any such participant loans, subject to being reasonably satisfied that such participant loans are properly documented and compliant with Sections 4975(d)(1) and 72(p)(2) of the Code. Gaiam Travel Parent agrees to cause the unvested components of any and all accounts of Travel Employees under the Parent 401(k) Plan to automatically vest on the Closing Date. (e) Gaiam Travel Parent maintains a plan qualified under Section 125 of the Code (“Parent’s 125 Plan”) that includes flexible spending accounts for medical care reimbursements and dependent care reimbursements (“Reimbursement Accounts”) and in which Travel Employees participate. All contributions under Parent’s 125 Plan on behalf of the Travel Employees shall cease as of the Closing Date, all of the accounts of such Travel Employees thereunder shall be frozen as of the Closing Date, and no further contributions for the Travel Employees shall be accepted by Parent’s 125 Plan after the Closing Date. Purchaser agrees that, as soon as reasonably practicable after the Closing Date, but in any event within ninety (90) days after the Closing Date, cash equal to the aggregate value as of the Closing Date of the Reimbursement Accounts of the Travel Employees, net of eligible expenses reimbursed before the Closing Date, shall be transferred from Seller's pension Parent’s 125 Plan to a plan intended to qualify under Section 125 of the Code that is sponsored by Purchaser and welfare benefit plans in which the Travel Employees will be immediately eligible to Buyer or its affiliates an amount participate (the "Benefit Assets Transfer Amount"“Purchaser’s 125 Plan”) equal and credited to such Travel Employees under Purchaser’s 125 Plan. Upon receipt of such amount, Purchaser and Purchaser’s 125 Plan shall assume all obligations with respect to the total Reimbursement Accounts for the Travel Employees as of the Closing Date. Purchaser shall recognize the elections of the Travel Employees under Parent’s 125 Plan for purposes of Purchaser’s 125 Plan for the calendar year in which the Closing Date occurs. Gaiam Travel Parent shall provide Purchaser with all information reasonably requested in order for Purchaser and Purchaser’s 125 Plan to satisfy the obligations set forth in this Section 6.03(e). Sellers, Gaiam Travel Parent and Purchaser agree to fully cooperate with one another for the purpose of accomplishing this transfer and providing the records necessary to ensure that Parent’s 125 Plan and Purchaser’s 125 Plan are and will be administered in compliance with Applicable Law. Purchaser, Gaiam Travel Parent and Sellers shall coordinate their efforts and develop a mutually agreeable procedure to achieve the intent of this subsection. (if) an amount to be mutually agreed upon by For the parties based upon avoidance of doubt, except as expressly provided in this Section 6.03 and the projected costs to cover pension benefit obligations owing to Seller's transferred employeesShared Resources payments set forth on Schedule 1.01(d), (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical Purchaser is not assuming and life insurance benefits Gaiam Travel Parent shall remain solely responsible for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or and all liabilities in respect of or arising out of or in connection with any transferred Parent Benefit Plan and from and after the Closing shall indemnify and hold harmless the Company and Purchaser and its Affiliates from and against, any such liabilities, regardless of when any such liability arises, is incurred or is disclosed. Without limiting the foregoing, Gaiam Travel Parent shall remain solely responsible for any workers’ compensation claims that are incurred prior to the Closing Date, regardless of when any such claim is asserted. In the event any workers’ compensation claim relates to any circumstances or series of events that occurred both before and after the Closing, such claim shall be apportioned to Gaiam Travel Parent to the extent it is covered under Gaiam Travel Parent’s applicable workers’ compensation policy covering Travel Employees as such policy is in effect as of the Closing Date. (g) This Section 6.03 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Benefit Plan or any other program, agreement or arrangement relating to compensation or employee who retires benefits. The parties hereto acknowledge and agree that the terms set forth in this Section 6.03 shall not create any right in any Travel Employee or otherwise terminates any other Person to any continued employment with Buyer after Closing and before the date Company, Purchaser or any of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningstheir respective Affiliates.

Employees. As (a) Subject to compliance with applicable Law and in accordance with the provisions of this Section 1.07, Purchaser shall make offers of employment to be effective as of the Closing, Buyer will employ Closing Date to each Business Employee. Each offer of employment to such a Business Employee shall be consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as pertinent provisions of Section 6.06. (b) Subject to the particular individuals involvedterms of any relevant CBA, any Business Employee accepting an offer of employment who is not actively at work on the Closing Date by reason of (i) long-term disability leave or (ii) short-term disability or other authorized leave of absence if such short-term disability or authorized leave is expected to offer positions extend more than thirty days beyond the Closing Date (each of clause (i) and clause (ii), “Extended Leave”) shall be eligible to IP headquarters staff whose job responsibility become an employee of Purchaser only if such Business Employee returns from such Extended Leave within six months following the Closing Date or thereafter if there is a legal obligation on the part of Seller or Purchaser to provide support for Xxxxxxx. Buyer will recognize the unions employ such Business Employee upon his or her return from any such Extended Leave, in which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits case such Business Employee shall be eligible to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect commence employment with Purchaser as of the date the Business Employee returns from such Extended Leave, rather than the Closing Date, and Seller shall retain financial responsibility (x) for each such Business Employee on such an Extended Leave at the Closing Date until the date such employee becomes an employee of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan Purchaser in accordance with Sections 16the foregoing provisions of this Section 1.07(b) and (y) for long-128 term disability coverage, in accordance with the methodology set forth in Section 1.07(b) of the Illinois Public Utilities Act Seller Disclosure Letter, for each Business Employee who (A) becomes a Transferred Employee as of the Closing Date but is on short-term disability leave at such time, (B) seeks long-term disability coverage and (C) has not reported to be offered to employees of Clinton work with Buyer prior to and following Closing. IP will be responsible seeking long-term disability coverage. (c) If any Transferred Employee requires a work permit or employment pass or other approval for implementing and funding the transition plan for employees at Clinton who are not transferred his or her employment to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply continue with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable Purchaser following the Closing, IP will transfer Purchaser and Seller shall use commercially reasonable efforts to ensure that any necessary applications are promptly made and to secure the necessary permit, pass or other approval. Purchaser and Seller shall comply with all applicable Laws relating to notification of works councils, unions and relevant governmental bodies and negotiations with works councils and/or unions in respect of the Transactions; provided, however, that Purchaser shall bear all expenses of any compensation resulting from negotiations with works councils and/or unions. Subject to compliance with applicable Law, Seller shall and shall cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to other members of the assets (including, but not limited Seller Group to, promissory notes evidencing loans from IP's corresponding defined contribution plans use commercially reasonable efforts and cooperate with Purchaser to transferred employees that are outstanding cause each Business Employee to accept Purchaser’s offer of employment. Nothing herein shall be construed as a representation or guarantee by Seller or any other member of the transfer date) representing Seller Group that any particular Business Employee or Business Employees will accept the account balances offer of all transferred employeesemployment from Purchaser or will continue in employment with Purchaser following the Closing. This transfer will be done Nothing herein shall interfere with or in any way limit the right of Purchaser to terminate any Transferred Employee’s employment at any time and for any reason after the Closing, nor confer upon any Transferred Employee any right after the Closing to continue in the most practical employ of Purchaser. (d) The parties intend that Transferred Employees shall have continuous and effective method in order uninterrupted employment immediately before and immediately after the Closing, and that for purposes of any severance or termination benefit plan, program, policy, agreement or arrangement of Seller, Purchaser or any of their respective subsidiaries or affiliates, the Transactions shall not constitute a severance of employment of any Transferred Employee prior to ensure compliance or upon the consummation of the Transactions. Under no circumstances shall Purchaser bear any liability for severance payments or termination benefits with respect to (i) a Business Employee to whom an offer of employment that complies with the Internal Revenue Code pertinent provisions of Section 6.06 is made but who declines to accept such offer or (ii) a Business Employee to whom an offer of employment that complies with the pertinent provisions of Section 6.06 is made and the Employee Retirement Income Security Act. As soon as practicable after who accepts such offer but who is nevertheless entitled to severance payments or termination benefits under an employee benefit plan of Seller or any of its affiliates. (e) At all times prior to the Closing, Seller shall cause provide Purchaser information and access to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment Records with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentenceemployment terms and conditions of Business Employees that are reasonably requested by Purchaser, a dollar for dollar adjustment in accordance with Section 6.02. For purposes of making offers of employment pursuant to the purchase price Section 1.07(a), Purchaser shall be made in the event that compliance with applicable law results in the actual assets transferred entitled to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsrely on information provided to it by Seller under this Section 1.07(e). (f) For purposes of this Agreement:

Employees. As (a) Schedule 7.10(a) sets forth a list of the ClosingBusiness Employees together with each such Business Employee’s date of hire, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx years of service, and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs base pay in effect as of the date hereof, and status as an employee covered by the Labor Agreement. Business Employees covered by the Labor Agreement are hereafter referred to as “Represented Employees”. In the event that any Business Employee ceases to be employed by Seller or its Affiliates prior to the Effective Time, Seller by delivery of Closing. IP and Xxxxx written notice thereof to Buyer, shall agree in promptly update Schedule 7.10(a) to remove from such list the Definitive Agreement name of such person. (b) Subject to develop a transition plan in accordance with Sections 16-128 this Section 7.10(b), Buyer will give Qualifying Offers of employment to each of the Illinois Public Utilities Act to be offered to employees of Clinton Business Employees at least fifteen (15) Business Days prior to and following Closingthe anticipated Effective Date or a later date approved by Seller in writing, which approval shall not be unreasonably withheld. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred As used herein, a “Qualifying Offer” means an offer by Buyer to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twentycontinue “at-four (24) month period following Closing. Following its will” employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of Business commencing at the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of Closing (i) an amount at a level of base pay (and bonus opportunity) at least equal to be mutually agreed upon by such employee’s base pay (and bonus opportunity) in effect immediately prior to the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesEffective Time and as set forth on Schedule 7.10(a), (ii) with an amount initial primary work location within a thirty (30) mile radius from such employee’s primary work location immediately prior to the Effective Time, and (iii) with compensation and benefits that are no less favorable in the aggregate than the compensation and benefits (including equity-based compensation and severance benefits) provided to such Business Employee immediately prior to the Effective Time. All Qualifying Offers of employment made by Buyer pursuant to this Section 7.10(b) will be made in accordance with all applicable Laws, will be conditioned on the occurrence of the Closing, and will include such additional information as shall be mutually agreed upon by the parties equal Seller and Buyer. Each Business Employee who is given a Qualifying Offer and who accepts an offer of employment from Buyer pursuant to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iiithis Section 7.10(b) any payment made is referred to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, herein as a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings“Transferred Employee.”

Employees. As (a) Each Person who is an employee of the ClosingCompany or any of its Subsidiaries immediately preceding the Closing Date (including employees on short-term leave but excluding employees on long-term disability) shall continue as an employee of the Surviving Corporation or one of its Subsidiaries after the Closing Date, at the discretion of the Buyer. Following the Effective Time, the Buyer will shall provide each employee of the Bank who continues employment with the Surviving Corporation or one of its Subsidiaries after the Closing (“Transferred Employee”) with compensation and with participation in the employee benefit plans, programs and arrangements of the Buyer (the “Buyer Plans”), on substantially the same terms as such compensation, plans and benefits are offered to similarly situated employees of the Buyer; provided, however, that the benefits provided to Transferred Employees during the six-month period following the Effective Time shall be generally comparable to the benefits provided to such Transferred Employees immediately prior to the Effective Time (excluding any benefits under a bonus or other cash or equity compensation plan). Notwithstanding the foregoing, the Buyer shall not be obligated to provide any such Transferred Employee with coverage under any “bank-owned” life insurance policy maintained by the Buyer. (b) Nothing in this Agreement shall be construed as requiring the Buyer or any of its Subsidiaries to employ consistent any Transferred Employee for any length of time following the Effective Time. Nothing in this Agreement, express or implied, shall be construed to prevent the Buyer or its Subsidiaries from (i) terminating, or modifying the terms of employment of, any Transferred Employee following the Effective Time or (ii) terminating or modifying to any extent in accordance with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and terms any Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and Plan or any other employee benefit plans plan, program, agreement or arrangement that the Buyer or its Subsidiaries may establish or maintain. (c) The Buyer will, and arrangements will cause the Surviving Corporation or one of its Subsidiaries to, give Transferred Employees full credit for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans purposes of eligibility, vesting, and programs in effect as determination of the date level of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to benefits under any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer employee benefit plans or cause to be transferred to defined contribution plans established and/or already arrangements maintained by the Buyer an amount equal or the Surviving Corporation or one of its Subsidiaries (but not for purposes of benefit accruals) in which such Transferred Employees are eligible to participate for such Transferred Employees’ service with the Company or its Subsidiaries to the assets same extent recognized by the Company or its Subsidiaries immediately prior to the Closing Date. Without limiting the generality of the foregoing, the Buyer will, or will cause the Surviving Corporation or one of its Subsidiaries to recognize such Transferred Employees’ service with the Company or its Subsidiaries for purposes of participation in any retirement (includingincluding 401(k)), disability, medical insurance, tuition reimbursement, vacation pay accrual and sick leave plans, policies, programs or arrangements (but not limited tofor purposes of benefit accruals). In connection therewith, promissory notes evidencing loans the Buyer or such Surviving Corporation or any of its Subsidiaries will permit Transferred Employees with account balances in the AccessBank Plan after the Effective Time to roll such account balances into any such retirement plan under which such Transferred Employees will be permitted to participate. Such rollover contributions from IP's corresponding defined contribution plans the AccessBank Plan may consist of Merger Consideration. (d) The Buyer agrees to transferred employees that are outstanding as assume, be bound by, honor and perform the Company’s or its Subsidiaries’ obligations under each of the transfer datemanagement employment agreements listed in Section 3.14(a) representing of the account balances of all transferred employees. This transfer will be done Company Disclosure Schedule, and each such agreement shall continue in the most practical full force and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after effect following the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.

Employees. As Take-Two attaches great importance to the skills and experience of the Closingexisting management and employees of Codemasters. Take-Two believes that the existing employees of Codemasters will continue to be an integral part of the success of Codemasters within Take-Two and that they will benefit from greater opportunities within the broader Take-Two organisation following the completion of the Acquisition. Xxxxx Sagnier, Buyer Chief Executive Officer of Codemasters, and Xxxxxx Xxxxxxxx, Chief Financial Officer of Codemasters, along with the senior executive management team of Codemasters intend to remain with Codemasters following completion of the Acquisition and will employ consistent with continue to lead the Codemasters business within Take-Two’s organization and its business needs 2K label. Take-Two confirms that, following the IP completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all management and employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer of the Codemasters Group will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan fully safeguarded in accordance with Sections 16applicable law. Take-128 Two does not intend to make any material change to the conditions of employment or in the Illinois Public Utilities Act to be offered to employees balance of Clinton prior to skills and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment functions of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 and management of the Illinois Public Utilities ActCodemasters Group. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees Take-Two recognises that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance achieve the expected benefits of the Acquisition, it will be necessary to perform a detailed review of how best to integrate overlapping administrative functions of the two businesses. Take-Two believes that there is the potential to generate selected cost savings through restructuring of certain administrative functions and initial analysis has identified that there is likely to be an opportunity to rationalise certain corporate overheads and support functions, in particular related to Codemasters’ current status as a listed company. Subject to the outcome of the detailed review of the integration options, it is anticipated that there will not be a material reduction in the combined headcount of Take-Two and Codemasters. At this stage, Take-Two has not yet developed a proposal as to how such integration and restructuring would be implemented and will only be able to develop and implement such proposals once its review has been completed, which is expected to take up to twelve months following completion of the Acquisition. It is intended that, following the completion of Acquisition, each of the chairman and non-executive directors of Codemasters will resign from office as directors of Codemasters. Following the Effective Date, Take-Two intends to review the management, governance and incentive structure of Codemasters and proposals regarding incentivisation arrangements for certain management and employees of Codemasters will be considered as part of such review. Except as described below, Take-Two has not entered into and has not had discussions on proposals to enter into, any new incentivisation arrangements with members of Codemasters’ management or any of its employees. Following the Internal Revenue Code Effective Date, Take-Two will grant Take-Two RSUs to certain members of management and employees of Codemasters as follows:  Xxxxx Sagnier will be awarded such number of Take-Two RSUs as have a value equivalent to 186,667 Codemasters Shares at the implied offer price of 485 xxxxx per Codemasters Share;  Xxxxxx Xxxxxxxx will be awarded such number of Take-Two RSUs as have a value equivalent to 140,000 Codemasters Shares at the implied offer price of 485 xxxxx per Codemasters Share;  Xxxxxxxx Xxxxxx will be awarded such number of Take-Two RSUs as have a value equivalent to 210,000 Codemasters Shares at the implied offer price of 485 xxxxx per Codemasters Share;  Xxxxx Xxxxx will be awarded such number of Take-Two RSUs as have a value equivalent to 210,000 Codemasters Shares at the implied offer price of 485 xxxxx per Codemasters Share; and  other specified employees of Codemasters will, in aggregate, be awarded such number of Take- Two RSUs as is equivalent in value to a total of 489,886 Codemasters Shares at the implied offer price of 485 xxxxx per Codemasters Share. The Take-Two RSUs to be awarded to Xxxxxxxx Xxxxxx, Xxxxx Xxxxx and the Employee Retirement Income Security Act. As soon other specified Codemasters’ employees would vest as practicable after the Closing, Seller shall cause to be transferred from Seller's pension 50% over three years and welfare benefit plans as to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal 50% based on a profit contribution made by Codemasters to the Enlarged Group. In addition to the above, Take-Two intends to incentivise Codemasters’ employees (other than senior management) with Take-Two RSUs that have a value equivalent to a total of (i) an amount 483,573 Codemasters Shares at the implied offer price of 485 xxxxx per Codemasters Share. These RSUs will vest as to be mutually agreed upon 50% over three years and as to 50% based on achievement of targets for growth in the profit contribution made by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal Codemasters business to the value Enlarged Group. The Codemasters’ employees who receive these awards have not been determined and Take-Two does not intend to make all of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date these awards within 12 months of the transfer Effective Date. For the purposes of such assetsRule 16.2(a) of the Code, Jefferies has confirmed that, in its opinion, the award of Take-Two RSUs to Xxxxx Sagnier, Xxxxxx Xxxxxxxx and the two members of Codemasters’ senior management are fair and reasonable so far as the Codemasters Shareholders are concerned. With respect Beyond the potential changes identified above in relation to the preceding sentencecertain corporate overheads and support functions of Codemasters, a dollar for dollar adjustment Take-Two does not intend to the purchase price shall be made initiate any material changes in the event that compliance with applicable law results in location or functions of Codemasters’ operations and places of business, including its head office, or redeploy the actual fixed assets transferred of Codemasters, as a result of the Acquisition. Take-Two does not expect the Acquisition to Buyer being different than have a material impact on the assets that would have been transferred if the asset calculation were undertaken using mutually approved longresearch and development activities of either Codemasters or Take-term actuarial assumptions, including, but not limited to, long-term trust earningsTwo.

Employees. As (a) With respect to any employee of the Company who receives an offer of employment from Acquirer or the Surviving Corporation, the Company shall assist Acquirer with its efforts to enter into an offer letter and confidential information and assignment agreement with such employee prior to the Closing Date. Notwithstanding any of the foregoing, with the exception of the Key Employee, neither Acquirer nor Merger Sub (including the Surviving Corporation) shall have any obligation to make an offer of employment to any employee of the Company. With respect to matters described in this Section 5.10, the Company will consult with Acquirer (and will consider in good faith the advice of Acquirer) prior to sending any notices or other communication materials to its employees. Effective no later than immediately prior to the Closing, Buyer will employ consistent the Company shall terminate the employment of each of those Company employees who (i) have not received an offer of continued employment with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as Surviving Corporation or Acquirer prior to the particular individuals involvedClosing Date and (ii) have declined an offer of continued employment with the Surviving Corporation or Acquirer prior to the Closing Date (the “Designated Employees”), and the Company shall require such Designated Employees to offer positions execute a general waiver and release of claims, in a form approved by Acquirer, as a condition to IP headquarters staff whose job responsibility is the receipt of any severance paid by the Company, if any and cause all unvested Company Options held by such Designated Employees to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan be terminated in accordance with Sections 16-128 their terms at the time of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to such termination. (employed byb) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the ClosingClosing Date, IP will transfer Acquirer shall (or shall cause one or more of its Subsidiaries to) provide the Designated Employees with employee benefits (other than equity-based awards) that are substantially similar in the aggregate to be transferred those employee benefits provided to similarly situated employees of the Company and its Subsidiaries as of immediately prior to the Effective Time. (c) Acquirer shall (or shall cause one or more of its Subsidiaries to) provide any Designated Employees with service credit (if applicable) with respect to Acquirer’s vacation and Code Section 401(k) defined contribution benefit plans established and/or already maintained by in which the Buyer an amount equal Designated Employees become eligible to participate for such Designated Employees’ service with the Company for purposes of eligibility, participation, vesting and, in the case of Acquirer’s vacation plan, benefit accrual (except to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as extent such service credit or benefit accruals would result in a duplication of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assetsbenefits). With respect to any welfare benefit plans maintained by Acquirer or its applicable Subsidiaries for the preceding sentencebenefit of the Designated Employees on and after the Closing Date, a dollar Acquirer shall (or shall cause its applicable Subsidiaries to) use commercially reasonable efforts to (i) give effect, in determining any deductible limitations, to any amounts paid by such Designated Employees for dollar adjustment calendar year 2011 with respect to similar plans maintained by the Company and (ii) with respect to any health benefit plans maintained by Acquirer or its applicable Subsidiaries (excluding, for the avoidance of doubt, any disability plans maintained by them), ensure that no pre-existing condition limitations or exclusion shall apply with respect to the purchase price Designated Employees. (d) The Company shall ensure that, there shall be made in no outstanding securities, commitments or agreements of the event Company immediately prior to the Effective Time that compliance with applicable law results in purport to obligate the actual assets transferred Company to Buyer being different issue any shares of Company Capital Stock or Company Options under any circumstances other than as required to allow the assets that would have been transferred if conversion of the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsCompany Series A Stock into Company Common Stock.

Employees. As (a) Beginning at the Effective Time and continuing through the first anniversary thereof, Parent shall ensure that employees of the ClosingCompany and its Subsidiaries immediately before the Effective Time who remain in the employment of Parent or its Affiliates after the Effective Time (the “Continuing Employees”) shall be eligible to receive compensation and employee benefits that, Buyer will employ consistent in the aggregate, are no less favorable to those provided to the Continuing Employees immediately prior to the Effective Time (not taking into account the value of any equity grants). Nothing in this Section 5.9 (a) shall be construed as requiring Parent or any of its Affiliates to continue any Employee Benefit Plan, or restrict in any way Parent’s (or any of its Affiliate’s) rights to amend or terminate any Employee Benefit Plan; provided that Parent shall not amend, modify or terminate the Company’s bonus plans in effect at the Effective Time prior to January 1, 2008, and Parent shall cause payment of any earned but unpaid bonuses in respect of 2007 to be paid in accordance with the Company’s historical bonus payment policies in 2008. (b) With respect to any welfare plan maintained by Parent or its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer Affiliates in which Continuing Employees will be given eligible to participate after the opportunityEffective Time, subject Parent shall, and shall cause the Surviving Corporation and its other Affiliates, to agreement the extent permitted by IP and Buyer the relevant welfare plan, to (i) waive all limitations as to the particular individuals involved, preexisting conditions and exclusions with respect to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton participation and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits coverage requirements applicable to such employees retained by Buyer as to the extent such conditions and exclusions were satisfied or did not apply to such employees would receive under IP's the welfare plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal Company or its Affiliates prior to the assets Effective Time, and (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans ii) provide each such employee with credit for any co-payments and deductibles paid prior to transferred employees that are outstanding as of the transfer dateEffective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan. (c) representing the account balances of Each Continuing Employee shall be given credit for all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance service with the Internal Revenue Code Company (or service credited by the Company) under all employee benefit plans, programs policies and arrangements maintained by the Employee Retirement Income Security Act. As soon as practicable after Surviving Corporation or the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer Parent or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total Affiliates in which they participate or in which they become participants for purposes of eligibility and vesting such service shall also be included for benefit accruals, solely for purposes of determining (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesshort-term and long-term disability benefits, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical severance benefits, and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) vacation benefits. (d) Notwithstanding anything in Sections 5.9(b) or (c) to the contrary, service shall not be included for any payment made of the purposes described in those Sections to the extent the inclusion of such service results in the duplication of any benefit. (e) To the extent requested in writing by the Parent, prior to the Effective Time, the Company shall take all reasonable actions necessary to terminate any Employee Benefit Plan, and, to the extent permitted by such Employee Benefit Plan (including any requisite consents) and applicable law, with such termination to be effective at or before the Effective Time. (f) No provision of this Section 5.9 shall create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company or any Subsidiary of the Company in any respect, including in respect of continued employment (or resumed employment) with the Parent, the Surviving Corporation or any of the Parent’s Subsidiaries, and no provision of this Section 5.9 shall create such rights in any such Persons in respect of any transferred benefits that may be provided, directly or indirectly, under any pension plan, benefit plan, or any employee who retires program or otherwise terminates employment with Buyer any plan or arrangement of Parent or any of its Subsidiaries. No provision of this Agreement shall constitute a limitation on the rights to amend, modify or terminate after Closing and before the date Effective Time any such plans or arrangements of the transfer Parent or any of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsits Subsidiaries.

Employees. As (a) The Buyer agrees that it or its Subsidiaries shall, for a period of at least twelve months following the Closing Date, provide to the employees of the Closing, Buyer will employ consistent with Company and its business needs Subsidiaries as of the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx Closing Date who are on Xxxxxxx'x budget not covered by a collective bargaining agreement and payroll who remain employed by the Company or its Subsidiary during such period (collectively, the “Continuing Employees”), benefits (excluding base salary, wages, bonuses and Buyer will be given incentives) that are reasonably comparable in the opportunity, subject to agreement by IP and Buyer as aggregate to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize benefits provided by the unions which currently represent employees at Clinton Company and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits its Subsidiaries to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Continuing Employees immediately prior to the date hereof. All Continuing Employees who are eligible for the 2011 Company approved bonus plan as of the date hereof and as of Closing. IP and Xxxxx the Closing Date shall agree in continue to be eligible thereunder after the Definitive Agreement to develop a transition plan Closing Date in accordance with Sections 16-128 the terms of such plan; provided, that, nothing herein shall be deemed to be a guaranty of continued employment during such period. The Buyer agrees that it or its Subsidiaries shall offer employment after the Closing to the people listed on Section 6.16 of the Illinois Public Utilities Act Disclosure Schedule (such employees, the “China Employees”) and will initially provide such employees with (i) a rate of base salary or wages and bonus opportunity that is not less favorable than the rate of base salary or wages and bonus opportunity paid by to be offered to such employees of Clinton immediately prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment date hereof as set forth in Section 6.16 of the Disclosure Schedule, (ii) with other benefits that are substantially similar in the aggregate to the benefits provided to such employees referenced above, immediately prior to the date hereof as set forth in Section 6.16 of the Disclosure Schedule. Seller agrees that until the earlier of (a) six (6) months from the Closing Date and (b) the date each China Employee is no longer employed by the Buyer or any of its Subsidiaries, it will comply provide to each China Employee office space and office and technology related services (other than any benefits related services) to the extent such services relate to such China Employee’s employment with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following Buyer and were provided by Seller (or a Person affiliated with Seller) in connection with such China Employee’s employment with Seller (or a Person affiliated with Seller) prior to the Closing, IP will transfer without charge or cause cost to be transferred the Company or its Subsidiaries. (b) With respect to defined contribution plans established and/or already the 401(k) plan, health benefits program and vacation policy maintained by the Buyer an amount equal or any of its Subsidiaries following the Closing and in which any of the Continuing Employees participate (the “Buyer Plans”), for purposes of determining eligibility to participate and vesting purposes (but not for accrual of benefits other than determining the level of vacation pay accrual), service with the Company and its Subsidiaries shall be treated as service with the Buyer and or its Subsidiaries, except to the assets (includingextent such service credit would result in any duplication of benefits. Each applicable Buyer Plan shall waive eligibility waiting periods, but not limited toevidence of insurability requirements and pre-existing condition limitations. To the extent applicable in the plan year that contains the Effective Time, promissory notes evidencing loans from IP's the Continuing Employees shall be given credit under the applicable Buyer Plan for amounts paid prior to the Effective Time during the calendar year in which the Effective Time occurs under a corresponding defined contribution plans to transferred employees that are outstanding benefit plan for purposes of applying deductibles, co-payments and out of pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsPlan.

Employees. As (i) For a period of one year following the Effective Time, the Surviving Corporation will not adopt or make effective any change in any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) that would terminate or substantially reduce any benefits provided thereunder or materially increase the cost to any employee of participation thereunder without any notice to all affected employees at least 60 days in advance. (ii) The Surviving Corporation shall assume and perform the obligations of the Closing, Buyer will employ consistent with Company and its business needs Subsidiaries under the IP employees then working at Xxxxxxx employment and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given severance contracts specified in ss.3(h) of the opportunity, subject to agreement by IP and Buyer as Company Disclosure Schedule. (iii) Prior to the particular individuals involvedEffective Time, the Company shall adopt, effective at the Effective Time, a stock incentive plan substantially in the form attached as Exhibit C hereto (the "Plan"), and shall reserve for issuance under such Plan a number of shares, equal to offer positions 10% of Surviving Corporation Common Stock. To the extent required by law or NASDAQ listing requirements or necessary to IP headquarters staff whose job responsibility is obtain customary tax benefits for the Company or the holders of options, the adoption of such Plan shall be contingent on approval by the holders of Surviving Corporation Common Stock. The Company shall use its best efforts to provide support for Xxxxxxxsecure such approval not later than the Effective Time. Buyer will recognize On or immediately after the unions which currently represent employees Effective Time, the Surviving Corporation shall grant options to purchase at Clinton least 10.0% of Surviving Corporation Common Stock under such Plan pursuant to the terms and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits conditions set forth in ss.5 of the Plan to such employees retained Persons and in such amounts as determined by Buyer as such employees would receive under IP's plans and programs in effect as the board of directors of the date Surviving Corporation or its Compensation Committee. Within eighteen months following the Effective Time, the Surviving Corporation shall grant options to purchase at least 2.0% of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated Surviving Corporation Common Stock (except for cause) with respect to options that expire by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Acttheir own terms). As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer adoption of such assets. With Plan, the Surviving Corporation shall file a registration statement on Form S-8 (or other appropriate form) with respect to the preceding sentence, a dollar Surviving Corporation Common Stock to be issued pursuant to such Plan and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the currency of any related prospectus) for dollar adjustment so long as options are outstanding or may be granted under such Plan. (iv) Prior to the Effective Time, the Company shall (A) take such action as may be necessary to terminate the Company's 1994 Stock Option and Incentive Plan, and (B) use its reasonable efforts under the circumstances to enter into a written agreement with each Person who holds an option to purchase shares of Company Common Stock whereby each such option holder agrees that such option will be cancelled immediately prior to the Effective Time in exchange for the cash payment specified in ss.2(d)(vii). If the per share exercise price of any option equals or exceeds the Cash Election Price, such agreement shall be made in provide for the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningscancellation of such option without any corresponding payment.

Employees. (a) Schedule 7.9(a) sets forth a list of the Business Employees as of the date hereof. In the event that any Business Employee ceases to be employed by Seller and its Affiliates, Seller (i) by delivery of written notice thereof to Buyer, shall promptly update Schedule 7.9(a) to remove from such list the name of such person, and (ii) shall use commercially reasonable efforts to fill such position with a person of comparable qualifications, skill and experience reasonably acceptable to Buyer. Upon such replacement, Schedule 7.9(a) shall be updated to include the name of such person. Seller shall not otherwise modify Schedule 7.9(a) without the prior written consent of Buyer. (b) By such date as may be reasonably requested by Seller (and no later than twenty (20) Business Days prior to the anticipated Closing Date), Buyer will give Qualifying Offers of employment to each of the Business Employees. As used herein, a “Qualifying Offer” means an offer by Buyer to continue employment with the Business (i) at a level of base pay at least equal to such employee’s base pay in effect immediately prior to the Closing Date, (ii) with a primary work location within a thirty (30) mile radius from such employee’s primary work location immediately prior to the Closing Date, and (iii) with benefits that, together with wages, are in the aggregate substantially comparable to the aggregate benefits and wages in effect for such employee immediately prior to the Closing Date. All Qualifying Offers of employment made by Buyer pursuant to this Section 7.9(b) will be made in accordance with all applicable Laws, will be conditioned only on the occurrence of the Closing, and will include such additional information as shall be mutually agreed by Seller and Buyer. As of the Closing Date, all Business Employees shall be deemed to be employees of Buyer, unless at least five (5) Business Days prior to the Closing Date such Business Employee has failed to accept in writing Buyer’s Qualifying Offer of employment. Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer shall keep Seller reasonably apprised as to the particular individuals involvedstatus of all such offers. Following acceptance of such offers, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton provide written notice thereof to Seller, and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which Seller will provide substantially similar benefits Buyer with access to the Transferred Employee Records. Each such employees retained person who becomes employed by Buyer pursuant to this Section 7.9(b) is referred to herein as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings“Transferred Employee.”

Employees. As Attached hereto as Schedule 2.13 is a list of all of Seller’s employees (the “Employees”) and the Employees’ current rates of pay and original dates of hire. There are no disputes pending or, to the Knowledge of Seller or Parent, threatened, between Seller and any Employees of Seller. Except as set forth on Schedule 2.13, the Employees are all terminable at will, and Seller has no obligation for severance pay to any of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton Employees and will adopt pension not have any such obligation as a result of the Acquisition or the other transactions contemplated hereby. Except as noted in Schedule 2.13, the Employees constitute all persons currently used by Seller in Seller’s operation and other employee conduct of the Business. Seller is and has been in material compliance with all laws, rules, and regulations involving any employment matters, including wages or hours of employees, benefit plans and arrangements for Xxxxxxx all obligations of Seller relating to the Employees and all former employees which of Seller (the “Former Employees”), whether arising by operation of law or by contract, have been satisfied, or will provide substantially similar benefits be timely satisfied by Seller. Schedule 2.13 also identifies all Employees on leave of absence and all Employees, Former Employees, and their respective dependents and qualified beneficiaries receiving group health and welfare benefits, or eligible to such employees retained by Buyer as such employees would receive under IP's plans group health and programs in effect as welfare benefits, pursuant to the requirements of COBRA. Notice of the date availability of Closing. IP health care continuation coverage for Employees, Former Employees, and Xxxxx shall agree in the Definitive Agreement their respective dependents and qualified beneficiaries, as required by COBRA, has been provided to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to all persons entitled thereto, and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who all persons properly electing such coverage are not transferred to being (employed byor have been, if applicable) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of provided such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningscoverage.

Employees. As (a) Section 3.11(a) of the ClosingGCBS Disclosure Schedule sets forth a true and complete list of each material benefit or compensation plan, Buyer will employ consistent arrangement or agreement, and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that is maintained, or contributed to, for the benefit of current or former directors or employees of GCBS and its Subsidiaries or with respect to which GCBS or its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunitySubsidiaries may, subject to agreement by IP and Buyer as to the particular individuals involveddirectly or indirectly, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits have any liability to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect directors or employees, as of the date of Closing. IP this Agreement (the “GCBS Benefit Plans”). (b) GCBS has heretofore made available to CVBG true and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 complete copies of each of the Illinois Public Utilities Act to be offered to employees of Clinton prior to GCBS Benefit Plans and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionscertain related documents, including, but not limited to, long-(i) the actuarial report for such GCBS Benefit Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the IRS (if applicable) for such GCBS Benefit Plan. (c) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on GCBS, (i) each of the GCBS Benefit Plans has been operated and administered in all material respects in compliance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code, (ii) each of the GCBS Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code and has received a favorable determination from the IRS that such GCBS Benefit Plan is so qualified, and to the knowledge of GCBS, there are no existing circumstances or any events that have occurred that will adversely affect the qualified status of any such GCBS Benefit Plan, (iii) with respect to each GCBS Benefit Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such GCBS Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such GCBS Benefit Plan’s actuary with respect to such GCBS Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such GCBS Benefit Plan allocable to such accrued benefits, (iv) no GCBS Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or directors of GCBS or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law, (B) death benefits or retirement benefits under any “employee pension plan” (as such term trust earningsis defined in Section 3(2) of ERISA), (C) deferred compensation benefits accrued as liabilities on the books of GCBS or its Subsidiaries or (D) benefits the full cost of which is borne by the current or former employee or director (or his beneficiary), (v) no material liability under Title IV of ERISA has been incurred by GCBS, its Subsidiaries or any trade or business, whether or not incorporated, all of which together with GCBS, would be deemed a “single employer” under Section 4001 of ERISA (a “GCBS ERISA Affiliate”) that has not been satisfied in full, and no condition exists that presents a material risk to GCBS, its Subsidiaries or any GCBS ERISA Affiliate of incurring a material liability thereunder, (vi) no GCBS Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA), (vii) all contributions payable by GCBS or its Subsidiaries as of the Effective Time with respect to each GCBS Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP, (viii) none of GCBS, its Subsidiaries or any other person, including any fiduciary, has engaged in a transaction in connection with which GCBS, its Subsidiaries or any GCBS Benefit Plan will be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) to the knowledge of GCBS there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the GCBS Benefit Plans or any trusts related thereto. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result (either alone or upon the occurrence of any additional acts or events) in any payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of GCBS or any of its affiliates from GCBS or any of its affiliates under any GCBS Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any GCBS Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any such benefits that will, either individually or in the aggregate, have a Material Adverse Effect on GCBS.

Employees. As (a) Effective as of immediately before the Closing, Buyer will employ consistent with its business needs shall offer employment, on an “at will” basis and on terms of employment substantially similar in the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as aggregate to the particular individuals involvedterms of employment currently provided by Seller, to offer positions all of Facility Employees; provided, that for purposes of determining whether such terms of employment are substantially similar in the aggregate, equity compensation, employee pension benefit plan as defined in Section 3(2) of ERISA, severance, retention, sale, stay or change in control payments or awards or any similar compensation or benefit will not be taken into account. Consistent with applicable Law, Seller shall provide Buyer access to IP headquarters staff whose job responsibility is the personnel records and personnel files of such Facility Employees, and shall provide such other information regarding the Facility Employees as Buyer may reasonably request. All Facility Employees who accept such offers of employment with Buyer are hereinafter referred to provide support for Xxxxxxx. Buyer will recognize as the unions which currently represent employees at Clinton “Transferred Employees” and will adopt pension and other employee such acceptance of offers shall be effective immediately after the Closing. (b) With respect to any benefit plans plans, programs, and arrangements for Xxxxxxx employees of Buyer in which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable Transferred Employees participate after the Closing, Seller Buyer shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of use commercially reasonable efforts to: (i) an amount waive all limitations as to be mutually agreed upon by pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred Employees under Buyer’s health and welfare plans to the parties based upon extent such limitations were waived or otherwise satisfied under the projected costs to cover pension comparable benefit obligations owing to Seller's transferred employeesplans, (ii) an amount recognize all service of Transferred Employees with Seller for purposes of eligibility to be mutually agreed upon by the parties equal participate (but not benefit accruals), but only to the value of retiree medical and life insurance benefits for each transferred employee accrued through extent such service would be taken into account under a comparable benefit plan immediately prior to the date immediately preceding Closing, less and (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment the extent permitted by Buyer’s health and welfare plans, provide that, with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentenceyear in which the Closing occurs, any year-to-date covered expenses incurred on or before the Closing by a dollar Transferred Employee or a Transferred Employee’s covered dependent shall be taken into account for dollar adjustment purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing under Buyer’s health and welfare plans. (c) Seller shall be solely responsible for any Liability, claim or expense with respect to employment, termination of employment, compensation or employee benefits of any nature owed to any Facility Employee (or the beneficiary of any such individual) whether or not such individual becomes a Transferred Employee, that arises out of or relates to the purchase price provision of services to or on behalf of, or the employment relationship between, Seller and any such individual or the termination of such relationship or provision of services on or before the Closing Date. (d) For the purposes of the WARN Act and similar state and local laws, Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, employment loss, termination or severance of employment of any Facility Employee who accepts an employment offer by Buyer that is consistent with the requirements of Section 7.10(b) and that each such Facility Employee will have continuous employment immediately before and immediately after the Closing. Buyer shall be made liable for any Liabilities relating to Buyer’s hiring of the Transferred Employees and relating to the employment of any Transferred Employees following the Closing. (e) The provisions of this Section 7.10 are for the benefit of the Parties only and shall not be construed to grant any rights, as a third party beneficiary or otherwise, to any Person who is not a party to this Agreement, nor shall any provision of this Agreement be deemed to be the adoption of, or an amendment to, any employee benefit plan, or otherwise to limit the right of Buyer or Seller to amend, modify or terminate any such employee benefit plan. In addition, nothing contained herein shall be construed to (i) prohibit any amendments to or termination of any employee benefit plans or (ii) prohibit the termination or change in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsterms of employment of any employee (including any Transferred Employee). Nothing herein, expressed or implied, shall confer upon any employee (including any Transferred Employee) any rights or remedies (including, but not limited towithout limitation, long-term trust earningsany right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement.

Employees. As (a) Seller shall use all commercially reasonable efforts to ensure that the Employees employed by Seller in the Merchant Acquiring Business during the period prior to Closing ("Merchant Acquiring Business Employees") will continue in the employ of Seller or its subsidiaries or affiliates, performing the duties relating to the Transferred Assets used in the Merchant Acquiring Business therefore performed by them. Further, Seller shall provide adequate and appropriate skilled staffing in connection with the operation of the Closing, Buyer will employ consistent with its business needs Transferred Assets and Merchant Acquiring Business during the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton period prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred . (b) Prior to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause not, unless otherwise expressly contemplated by this Agreement or any other Operative Document or consented to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of in writing by Purchaser: (i) an amount increase the compensation payable to be mutually agreed upon by or to become payable to any Merchant Acquiring Business Employee listed on Schedule 3.4(c)(ii), unless such increase results from the parties operation of compensation arrangements in effect prior to the date of this Agreement (including without limitation regularly scheduled merit-based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, salary increases and bonuses) all of which are set forth on Schedule 3.4(c)(ii); and (ii) an amount to be mutually agreed upon by the parties equal grant any severance or termination pay (other than pursuant to the value severance policy of retiree medical Seller or pursuant to an agreement to which Seller is a party and life insurance benefits which provides for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to severance or termination pay as in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before effect on the date of this Agreement) to, or enter into an or amend any employment or severance agreement with any Merchant Acquiring Business Employee listed on Schedule 3.4(c)(ii). (c) Purchaser's obligations regarding Seller's Employees shall be as follows: (i) Schedule 3.4(c)(i) sets forth the transfer following information for each Merchant Acquiring Business Employee as of such assetsthe date hereof: name, position held, current salary grade, official title, 1997 bonus amount, current salary, compensation history since January 1, 1998, annual vacation entitlement, Fair Labor Standards Act status, date of hire, schedule of work, shift differential, if any, work location, and accrued and unused 1998 vacation. With respect Such list will indicate which Merchant Acquiring Business Employees are Inactive Employees and, to the preceding sentenceextent known, a dollar for dollar adjustment the date on which each Inactive Employee is expected to the purchase price return to active employment. (ii) Purchaser shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred interview, and, if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsinterviews are acceptable to Purchaser, including, but not limited to, long-term trust earnings.make written offers of employment on "comparable" (as defined herein) terms effective as of the Closing Date to those Merchant Acquiring Business Employees listed on

Employees. As (a) Subject in each case to all applicable Laws and the provisions of any Bargaining Agreement, effective no later than immediately prior to the Closing, (i) Parent shall cause all Business Employees to be employed by a Business Entity and (ii) Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer or a Business Entity as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained designated by Buyer as such employees would receive shall assume all obligations of Parent under IP's plans each individual retention and programs severance agreement listed in effect as of Schedule 1.01(d) on the date of Closing. IP and Xxxxx shall agree in . (b) For the Definitive Agreement to develop a transition plan in accordance with Sections 16one-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month year period following Closing. Following its employment of the employees referenced aboveClosing Date or such longer period as may be required by applicable Law or Contract, the Buyer will comply Business Entities shall provide the Business Employees with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing(i) compensation, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount including base salary, that is at least equal to the assets compensation, including base salary, that is in effect for Business Employees immediately prior to the Closing and (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees ii) benefits that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done substantially comparable in the most practical aggregate to the compensation and effective method in order benefits provided to ensure compliance such Business Employees immediately prior to Closing; provided, that for purposes of determining comparability, any retention bonuses and de minimis fringe benefits shall be disregarded, and provided further that comparable compensation and benefits for these purposes shall not include any equity compensation plans, programs or opportunities. (c) Buyer and its Subsidiaries shall (i) give each Business Employee credit for such Business Employee’s service with the Internal Revenue Code Parent and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension its Subsidiaries under each employee benefit plan and welfare benefit plans to personnel policy of Buyer or its affiliates an amount Subsidiaries that covers such Business Employee after the Closing Date (the "Benefit Assets Transfer Amount"including any vacation, sick leave and severance policies) equal to the total for purposes of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeeseligibility and vesting, (ii) an amount use commercially reasonable best efforts to be mutually agreed upon allow such Business Employee to participate in each plan of Buyer providing welfare benefits (including medical, dental, vision, life insurance, short-term and long-term disability insurance) without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on such Business Employee by the parties equal corresponding Employee Plans which such Business Employees participated in immediately prior to Closing (collectively, the value of retiree medical “Applicable Plans”), and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) use commercially reasonable best efforts to credit such Business Employee with any payment made expenses that were covered by the Applicable Plans immediately prior to or the Closing Date for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans, except in respect each case of any transferred employee who retires or otherwise terminates employment clauses (i) through (iii) above, where such crediting would result in duplicate benefits with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment same period of service and only to the purchase price same extent such service was credited under the Applicable Plan immediately prior to the Closing Date. (d) Notwithstanding Section 7.01(b), the Business Entities shall (i) following the Closing Date, for the avoidance of doubt, be solely responsible for any retention, bonus, commission and severance-type benefits owed to any Business Employee or former Business Entity employee and (ii) until December 31, 2015 continue to provide or make available to eligible U.S. Business Employees not covered under a Bargaining Agreement, the Severance Arrangements (or the equivalent thereof). All payments owed to any Business Employee or former Business Entity employee related to a change in control event, severance and bonuses related to the consummation of the transaction contemplated under this Agreement or arising prior to the Closing Date shall be made listed on Schedule 7.01(d). (e) Parent and the Non-Business Subsidiaries shall remain responsible for all, and shall pay and perform when due, all obligations and liabilities under each Employee Plan that is not (i) a Transferred Entity Plan or (ii) an Employee Plan matured by Buyer or its Subsidiary after the Closing Date (an “Excluded Plan”), whether arising prior to, on or after the Closing Date, including any such liabilities arising out of the status of the Business Entities as an ERISA Affiliate of Parent or any of the Non-Business Subsidiaries prior to Closing, except in each case to the event that compliance with applicable law results in extent such obligations or liabilities are expressly assumed by the actual assets transferred to Buyer being different than Business Entities under this Agreement or any transition services agreement. For the assets that would have been transferred if avoidance of doubt, Parent and the asset calculation were undertaken using mutually approved longNon-term actuarial assumptions, including, Business Subsidiaries shall remain responsible for any and all claims (including incurred but not limited to, long-term trust earningsreported claims) relating to any Parent Plan that is a welfare benefit plan to the extent that such claims are incurred prior to the Closing Date.

Employees. As of (a) Schedule 6.03(a) sets forth the Closingname, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunitytitle, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP hire, annual salary (including bonus and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 commissions) and 2004 commissions paid of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment each of the employees referenced aboveemployed by Seller solely in connection with the Business immediately prior to the Closing Date (each, a "Business Employee"; collectively, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act"Business Employees"). As soon as practicable Purchaser shall offer employment to each Business Employee and, following the Closing, IP will transfer each Business Employee shall be employed at no less than the wage or salary, commission and bonus formula of such employee in effect immediately prior to the Closing Date. Purchaser shall be responsible for and shall pay, and Seller shall have no obligations whatsoever for, any salary, bonus (other than (A) any Employee Incentive Compensation Plan bonuses accrued through December 31, 2004 and (B) any retention bonuses payable pursuant to agreements entered into in connection with the sale of the Business, each of which shall be paid by Seller), sales commissions, fringe or pension benefits, vacation or sick days or other benefits or claims of any kind, including, without limitation, severance payments and COBRA benefits, payable to, or accruable for, any Business Employee from and after the Closing Date. For a period of one year following the Closing, Purchaser shall provide to each Business Employee employee benefits programs that are at least as beneficial as those in effect for comparable employees of Purchaser and its affiliates. (b) Purchaser shall, as to all Business Employees, cause its insurance carriers and benefit plan administrators or trustees to: (i) recognize service with Seller (and any predecessors thereto and any other subsidiary or affiliate of Seller) prior to Closing ("Prior Service") for purposes of eligibility to enroll in its welfare plans (e.g., its life, medical, dental, accident, disability and similar benefit plans); and (ii) provide each Business Employee with credit under its medical plan for payments made under the PRIMEDIA Medical Plan in satisfying any deductible or out-of-pocket limit requirements. (c) Purchaser shall recognize Prior Service for all Business Employees for purposes of determining entitlement to vacation and sick leave as employees under its applicable vacation and sick leave policies. Purchaser shall recognize Prior Service for purposes of determining entitlement to and the amount of any severance benefits which may be transferred payable by Purchaser to defined contribution plans established and/or already maintained by any Business Employee. Purchaser shall pay to any Business Employee who has a written agreement regarding severance as set forth on Schedule 4.11, the Buyer amount provided in such agreement or, in the absence of a written agreement with such Business Employee, for a period of one year following the Closing Date, Purchaser shall pay to any Business Employee that is terminated "without cause" severance in an amount equal to no less than the assets amount payable consistent with Seller's customary practices as set forth on Schedule 6.03(c). (includingd) Purchaser shall recognize Prior Service for all Business Employees for purposes of eligibility and vesting, but not limited tofor benefit accrual, promissory notes evidencing loans from IP's corresponding defined contribution plans under each benefit program that provides pension, savings, or other deferred benefits which is adopted, maintained, or contributed to transferred employees that by Purchaser or any of its affiliates to the extent Business Employees participate or are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable eligible for participation after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer On or as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingClosing Date, Seller employees of the Company that are employed by the Company at the Effective Time shall cause be considered "Continuing Employees" during the period of time they remain employed by the Company, Parent or a Subsidiary of Parent. Continuing Employees shall be eligible to be transferred from Sellerreceive benefits maintained for similarly situated employees of Parent, consistent with Parent's pension applicable human resources policies, and shall become eligible for 401(k), health and welfare benefit plans to Buyer or its affiliates an amount (plan benefits upon the "Benefit Assets Transfer Amount") equal to the total later of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesEffective Time, or (ii) an amount the loss of eligibility for benefits under the Company's 401(k), health and welfare plans, as the case may be. Parent may, at its discretion, elect to retain some or all of the Company's existing welfare benefit plans indefinitely in lieu of causing the Continuing Employees to be mutually agreed upon by eligible to participate in the parties equal equivalent Parent benefit plan. Parent will or will cause the Surviving Corporation or appropriate Subsidiary of Parent to give Continuing Employees full credit under any 401(k), paid time off or service award policies for prior service at the Company, as defined and recognized under Parent's benefit plans and consistent with applicable human resources policies, for purposes of eligibility, vesting and determination of the level of benefits under Parent's 401(k) plan, vacation, time off and service award programs or policies for prior service at the Company; provided that such credit does not result in a duplication of benefits, compensation, incentive or otherwise. Notwithstanding the foregoing, in no event shall any Continuing Employee be eligible to accrue or earn more than thirty (30) days per year of combined time off through Parent's personal time off and vacation plans. Parent agrees to cause each of the welfare plans of the Surviving Corporation or appropriate Subsidiary of Parent that provides coverage to a Continuing Employee to (a) waive any preexisting conditions, waiting periods and actively at work requirements under such plans (except to the value of retiree medical extent that such conditions, waiting periods and life insurance benefits for each transferred requirements exist under the Company's existing benefit plans), and (b) cause such plans to honor any expenses incurred by Continuing Employees and their beneficiaries under similar Company employee accrued through plans during the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date portion of the transfer of such assets. With respect calendar year prior to the preceding sentence, a dollar Closing Date for dollar adjustment to the purchase price shall be made in the event that compliance with purposes of satisfying applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsdeductibles.

Employees. As of (a) Buyer shall (or shall cause its Designated Employing Entity to) (i) continue the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are employment on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityand, subject to agreement Section 7.01(d), after each Relevant Closing Date of each Transferred Entity Employee (other than any Transferred Entity Employee who primarily provides services in the United States and is not “actively employed” by IP and Buyer as the applicable Transferred Entity by reason of long term disability immediately prior to the particular individuals involvedRelevant Closing Date (each, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton a “Retained Employee”)) and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs (ii) in effect as respect of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveeach Automatic Transfer Employee, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of accept the transfer dateof each individual (who does not object to transfer) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal Designated Employing Entity pursuant to the total of Transfer Regulations, and (iiii) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal on or prior to the value Relevant Closing Date, when and as required by Law, make an offer of retiree medical employment to each Offer Employee who is actively employed at the Businesses immediately prior to the Relevant Closing Date (each an “Active Employee”) on the terms set forth in this Sections 7.01(a) and life Section 7.02(a). No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity. For this purpose, an Offer Employee shall be considered to not be “actively employed” only if he or she under notice of termination for any reason is on long-term disability or absent from work and receiving payments under any permanent health insurance benefits scheme. With respect to any Offer Employee who is not an Active Employee but for whom Sellers have an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”) and each Retained Employee, Buyer shall or shall cause its Designated Employing Entity to offer employment to each such Inactive Employee or Retained Employee effective on the first date such Inactive Employee or Retained Employee is eligible to return to work or otherwise becomes eligible for employment, reemployment, reinstatement or reactivation, provided that with respect to any such U.S.-based Inactive Employee or Retained Employee, such Inactive Employee or Retained Employee is able to return to work within six (6) weeks following the Relevant Closing Date, but Buyer may in its sole discretion choose to make or cause its Designated Employing Entity to make an employment offer to any Inactive Employee or any Retained Employee effective from or after the Relevant Closing Date and prior to such Inactive Employee’s return to work within six (6) weeks following the Relevant Closing Date. Sapphire shall, and shall cause any Affiliate to, provide Buyer with an update on the anticipated return to work date for each transferred employee accrued Inactive Employee in regular intervals sufficient to allow Buyer to comply with its obligations under this Section 7.01(a) and through the date immediately preceding Closing, less that is six (iii6) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after weeks following the Relevant Closing and before the date of the transfer of such assetsDate. With respect to the preceding sentenceUK Automatic Transfer Employees, the Parties (i) intend that such employees will transfer from Sapphire UK ServiceCo to Buyer UK ServiceCo with immediate effect from the Principal Closing as a dollar result of a service provision change under the TUPE Regulations; and (ii) shall cooperate to prepare or amend services agreements for dollar adjustment the provision of the services of the UK Automatic Transfer Employees from Sapphire UK ServiceCo to UK Newco with respect to the purchase price period prior to the Principal Closing (the “Sapphire Services Agreement”) and, separately, Buyer UK Serviceco to UK Newco in the period following Principal Closing (the “Diamond Services Agreement”), to effect such transfer under the TUPE Regulations, Sapphire shall or shall cause Sapphire UK ServiceCo to provide Buyer with a reasonable opportunity to review and comment on the relevant provisions in the Sapphire Services Agreement prior to its implementation, and Buyer shall or shall cause Buyer UK ServiceCo to provide Sapphire with a reasonable opportunity to review and comment on the relevant provisions in the Diamond Services Agreement prior to its implementation. With respect to Offer Employees located in India, Buyer shall (or cause its Designated Employing Entity to) make offers of employment that contractually honor such Offer Employees’ continuous service with Sapphire or the applicable Retained Entity. With respect to Offer Employees located in the United Arab Emirates, the Parties shall and shall cause their Affiliates (or in the case of Buyer, its Designated Employing Entity) to cooperate to enter into a tripartite agreement between each Offer Employee, Sapphire (or the applicable Retained Entity), and Buyer (or its Designated Employing Entity) which shall include the Offer Employee’s acceptance of new employment terms with Buyer (or its Designated Employing Entity) to commence on the Principal Closing (such terms to be in accordance with Section 7.02(a)); and, in circumstances where an Offer Employee executes such tripartite agreement and becomes a Transferred Employee, Sapphire shall transfer or shall cause the applicable Retained Entity to transfer any accrued end of service gratuity with respect to such Transferred Employee to Buyer or its Designated Employing Entity within ten (10) Business Days following the Principal Closing. Notwithstanding anything to the contrary in this Section 7.01(a), such offers of employment may be made conditioned on the Relevant Closing and on the Offer Employee satisfying Buyer’s or its Designated Employing Entity’s generally applicable background checks, drug screens, work authorization verification and similar requirements and other requirements to execute and deliver standard confidentiality, restrictive covenant and similar agreements to the extent permitted by applicable Law. Offer Employees who accept such offer of employment in accordance with its terms and who actually commence active employment with Buyer or its Designated Employing Entity, Automatic Transfer Employees (who do not object to transfer) and the Transferred Entity Employees are referred to herein as the “Transferred Employees” and Business Employees who are Transferred Employees are referred to herein as “Transferred Business Employees”; provided, that an Inactive Employee shall not be considered a Transferred Business Employee until such Inactive Employee actually commences active employment with Buyer or its Designated Employing Entity in accordance with this Section 7.01(a). (b) The employment of each Transferred Employee shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than or its Designated Employing Entity in a manner such that his or her employment shall be considered continuous and uninterrupted employment under Law unless prohibited by applicable Law. (c) Buyer shall or shall cause its Designated Employing Entity to provide any notices to the assets Transferred Employees that would have been transferred if may be required under any Law, with respect to events that occur on, from and after the asset calculation were undertaken using mutually approved long-term actuarial assumptionsRelevant Closing. (d) Notwithstanding any provision herein to the contrary, includingneither Buyer nor any of its Designated Employing Entities shall be obligated to continue to employ any Transferred Employee for any specific period of time following the Closing, but not limited to, long-term trust earningssubject to applicable Law.

Employees. As of (a) Subject, and in addition, to the requirements imposed by applicable local Law, from and after the Closing, Buyer will employ consistent with Menlo shall, or shall cause its business needs applicable Affiliate (including the IP employees then working at Xxxxxxx Surviving Company following the Closing) to honor all change of control and those fully dedicated to Xxxxxxx who severance plans, policies, practices, or arrangements that are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs both (i) in effect as of immediately prior to the date Closing and (ii) listed on Schedule 5.17(a) of Closing. IP and Xxxxx shall agree either the Foamix Disclosure Letter or the Menlo Disclosure Letter, in the Definitive Agreement to develop a transition plan each case, in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton their terms as in effect immediately prior to and following the Closing. IP Notwithstanding the foregoing, nothing will be responsible for implementing and funding prohibit Menlo or any of its Affiliates (including the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable Surviving Company following the Closing) from amending or terminating any Menlo Benefit Plan, IP will transfer Foamix Benefit Plan, or any other compensation or severance arrangements in accordance with their terms or if otherwise permitted by applicable Law. (b) Menlo shall, or shall cause its applicable Affiliate (including the Surviving Company following the Closing), for the period commencing from the Closing Date and ending on the first anniversary of the Closing Date provide to each employee of Menlo and Foamix who continues employment with Menlo or any of its Affiliates (including the Surviving Company) following the Closing (each a “Continuing Employee”) with (i) annual base salary or base wage rate, as applicable, and cash target incentive compensation opportunities (excluding equity incentives), in each case, that are no less favorable than the annual base salary or base wage rate, as applicable, and cash target incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) severance compensation and benefits that are no less favorable than the severance compensation and benefits that such Continuing Employee would have received under (x) if the Continuing Employee was an employee of Menlo as of immediately prior to the Closing, the applicable Menlo Benefit Plan listed on Schedule 5.17(a) of the Menlo Disclosure Letter or (y) if the Continuing Employee was an employee of Foamix as of immediately prior to the Closing, the applicable Foamix Benefit Plan listed on Schedule 5.17(a) of the Foamix Disclosure Letter, in each case, upon a similar termination of employment immediately prior to the Closing and (iii) defined contribution retirement and health and welfare benefits that are substantially comparable in the aggregate to the defined contribution retirement and health and welfare benefits provided to such Continuing Employee under (x) if the Continuing Employee was an employee of Menlo as of immediately prior to the Closing, Menlo Benefit Plans or (y) if the Continuing Employee was an employee of Foamix as of immediately prior to the Closing, Foamix Benefit Plan, in each case, as of immediately prior to the Closing. (c) At least five (5) days prior to the Closing, Foamix may, or may direct Menlo to, take (or cause to be transferred taken) all actions necessary or appropriate to defined contribution plans established and/or already maintained by terminate, effective no later than the Buyer an amount equal day prior to the assets (includingdate on which the Merger becomes effective, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans any Foamix Benefit Plan that contains a cash or deferred arrangement intended to transferred employees that are outstanding as qualify under Section 401(k) of the transfer dateCode (a “Foamix 401(k) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order Plan”) and/or any Menlo Benefit Plan that contains a cash or deferred arrangement intended to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount"qualify under Section 401(k) equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assetsCode (a “Menlo 401(k) Plan”). With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in In the event that compliance Foamix directs Menlo to terminate any Menlo 401(k) Plan, Menlo shall provide to Foamix prior to the Closing Date written evidence of the adoption by the Menlo Board of resolutions authorizing the termination of such Menlo 401(k) Plan (the form and substance of which resolutions shall be subject to the prior review of Foamix). Menlo also shall take, prior to the Effective Time, such other actions in furtherance of terminating any Menlo 401(k) Plan as Foamix may reasonably request in writing. (d) Nothing contained in this Agreement, express or implied, shall confer upon any employee of Menlo or any of its Affiliates (including the Surviving Company following the Closing) or legal representative or beneficiary thereof, or any other Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment, modification or adoption of any Menlo Benefit Plan or Foamix Benefit Plan or interfere with applicable law results in the actual assets transferred right of Menlo, the Surviving Company or any of their respective Affiliates to Buyer being different than amend, modify or terminate any Menlo Benefit Plan or Foamix Benefit Plan or to terminate the assets that would have been transferred if employment of any employee of Menlo or any of its Affiliates (including the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsSurviving Company following the Closing) for any reason.

Employees. As (a) To the extent permissible under the applicable provisions of the ClosingCode and ERISA, Buyer will employ consistent with its business needs for purposes of crediting periods of service for eligibility to participate and vesting, but not for benefit accrual purposes, under employee pension benefit plans (within the IP employees then working at Xxxxxxx meaning of ERISA Section 3(2)) and those fully dedicated to Xxxxxxx employee welfare plans (within the meaning of ERISA Section 3 (1) maintained by Tower or Graystone Bank, as applicable, individuals who are on Xxxxxxx'x budget employees of First Chester or any First Chester Subsidiary at the Effective Time and payroll and Buyer who become eligible to participate in such plans will be given credited with periods of service with First Chester or any First Chester Subsidiary (or with any predecessor to First Chester or any First Chester Subsidiary, to the opportunityextent such service is credited for such purposes under the corresponding Plan) before the Effective Time as if such service had been with Tower or Graystone Bank, subject as applicable. (b) After the Effective Time, except to agreement the extent that Tower or its Subsidiaries continues Plans in effect or as otherwise expressly provided in this Agreement, employees of First Chester or any of the First Chester Subsidiaries who become employed by IP Tower or any of the Tower Subsidiaries will be eligible for employee benefits that Tower or such Tower Subsidiary, as the case may be, provides to its newly-hired employees generally and, except as otherwise required by this Agreement, on substantially the same basis as is applicable to such newly-hired employees, provided that nothing in this Agreement shall require any duplication of benefits. To the extent permitted under applicable Law and Buyer Tower’s group health, life insurance and disability plans, and paid time off plans, Tower will or will cause Graystone Bank to give credit to employees of First Chester and First Chester Subsidiaries, with respect to the satisfaction of the limitations as to pre-existing condition exclusions, evidence of insurability requirements and waiting periods for participation and coverage that are applicable under such plans of Tower or Graystone Bank, equal to the particular individuals involvedcredit that any such employee had received as of the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable plans of First Chester or First Chester Subsidiaries and to waive preexisting condition limitations to the same extent waived under the corresponding Plan. (c) After the Merger, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer Tower and each relevant Tower Subsidiary will recognize honor and perform the unions which currently represent employees at Clinton and will adopt pension and other employee benefit obligations of First Chester under the contracts, plans and arrangements for Xxxxxxx employees which listed in Sections 6.6(d) and 3.13 of the First Chester Disclosure Schedules. (d) After the Effective Time, Tower and each relevant Tower Subsidiary will provide substantially similar benefits a severance benefit to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as each employee of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to First Chester or any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date First Chester Subsidiary immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.the

Employees. As (a) To the extent permissible under the applicable provisions of the ClosingCode and ERISA, Buyer will employ consistent with its business needs for purposes of crediting periods of service for eligibility to participate and vesting, but not for benefit accrual purposes, under TriCo Plans that are employee pension benefit plans (within the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx meaning of ERISA Section 3(2)), individuals who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that those who are outstanding as on unpaid leave, paid leave and active employees) of North Valley or any North Valley Subsidiary at the transfer date) representing the account balances of all transferred employees. This transfer Effective Time will be done in credited with periods of service with North Valley or the most practical and effective method in order to ensure compliance applicable North Valley Subsidiary before the Effective Time as if such service had been with TriCo or a TriCo Subsidiary, as applicable; provided that the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller foregoing shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of not apply (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension for benefit obligations owing to Seller's transferred employeesaccrual purposes, (ii) an amount as would result in the duplication of benefits for the same period of service, (iii) for purposes of any “frozen” TriCo Plan for which new TriCo employees are generally not eligible or (iv) for any newly established TriCo Plan for which similarly situated employees of TriCo do not receive service credit for the period in question. Notwithstanding the preceding, the parties recognize that North Valley intends to be mutually agreed upon maintain the North Valley 401(k) Plan through the Effective Time and to make matching contributions to the North Valley 401(k) Plan on behalf of eligible employees. With regard to participation by the parties employees who are eligible to participate in the North Valley 401(k) Plan prior to the Effective Time: (i) such employees shall be eligible to participate in TriCo’s 401(k) Savings Plan (the “TriCo 401(k) Plan”) immediately upon their becoming TriCo or TriCo Subsidiary employees incident to this transaction; (ii) such employees shall be eligible for the employer contributions in the TriCo 401(k) Plan, if any (whether match, profit-sharing or both), with regard to eligible compensation earned by them from TriCo or the TriCo Subsidiary following the Effective Time until the last day of the TriCo 401(k) Plan year that includes the Effective Time. (b) To the extent permissible under the applicable provisions of the Code, ERISA and the applicable TriCo Plans (except as to reasonable amendments that TriCo shall make to accommodate a provision that is permitted under the Code and ERISA), TriCo will or will cause its applicable Subsidiary to (i) give credit to employees of North Valley and its Subsidiaries, with respect to the satisfaction of the waiting periods for participation and coverage which are applicable under the TriCo Plans that are welfare benefit plans, equal to the value credit that any such employee had received as of retiree the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable North Valley Plans that are welfare benefit plans; (ii) make reasonable commercial efforts to cause each TriCo Plan that is a group health plan (including medical, dental and prescription drug) and that is made available to employees of North Valley and its Subsidiaries in the plan year which includes the Effective Time to provide each employee of North Valley and its Subsidiaries with credit for any co-payment and deductibles in such plan year paid prior to the Effective Time in satisfying any deductible or out-of-pocket requirements. Notwithstanding the generality of the foregoing, (i) each employee of North Valley and its Subsidiaries who has satisfied the applicable waiting periods for eligibility or participation in any TriCo Plan that is made available, in TriCo’s sole discretion, to such employee as of the effective time after credit for pre-Effective Time service has been given shall begin participating in such TriCo Plan immediately after the Effective Time without the need to wait for any open enrollment periods or plan entry dates; and (ii) each employee of North Valley and its Subsidiaries who has satisfied the applicable waiting periods for eligibility or participation in any North Valley Plan that is a medical and plan, dental plan, disability plan or life insurance benefits plan (excepting plans maintained only for each transferred employee accrued through a select group, such as executives), shall begin participating in the date comparable TriCo Plan immediately preceding Closing, less after the Effective Time; and (iii) each TriCo Plan that provides severance or vacation/paid time off benefits and that is made available to any payment made employee of North Valley or its Subsidiaries who continues employment with the Surviving Corporation or any of its subsidiaries following the Effective Time shall recognize service with North Valley and its Subsidiaries that was recognized by North Valley under the equivalent North Valley Plan. For illustration, if an employee of TriCo with 10 years of service is eligible to accrue four weeks of vacation in a calendar year under a Trico Plan, then a North Valley employee with 10 years of North Valley service who becomes a TriCo employee as of the Effective Time due to this transaction will accrue four weeks of vacation with TriCo in the calendar year under such Trico Plan. (c) TriCo or one of its Subsidiaries shall provide severance benefits to those employees of North Valley and its Subsidiaries who continue in employment with the Surviving Corporation or any of its Subsidiaries through the Effective Time and whose employment is involuntarily terminated by the Surviving Corporation and its Subsidiaries without cause at or within 180 days after the Effective Time (other than employees who are entitled to receive severance payments under any employment, severance or similar plans or agreements as set forth in Section 3.11 of the North Valley Disclosure Letter) in accordance with TriCo’s current written severance policy as previously delivered to North Valley. (d) There shall be no North Valley ESOP loans nor any unallocated accounts in respect of any transferred employee who retires North Valley ESOP loans as of the Effective Time. North Valley shall continue to make employer contributions to the North Valley ESOP for each plan year quarter ending on or otherwise terminates employment with Buyer after Closing and before the date Effective Time, provided such contributions are comparable in amount, on a prorated basis, to past employer contributions to the North Valley ESOP. (e) North Valley shall take, or cause to be taken, all actions necessary to cause the fiduciaries of the transfer North Valley ESOP to take all of such assets. With the following actions: (i) Implement a written confidential pass-through voting procedure pursuant to which the participants under the North Valley ESOP and their beneficiaries shall direct the trustee under the North Valley ESOP to vote the shares of North Valley Common Stock allocated to their North Valley ESOP accounts with respect to the preceding sentenceMerger. (ii) Provide the North Valley ESOP participants and their beneficiaries with a written notice regarding the existence of and provisions for such confidential pass-through voting procedures, a dollar for dollar adjustment as well as the same written materials to be provided to the purchase price shareholders of North Valley in connection with the Merger. (iii) Take any and all additional actions necessary to satisfy the requirements of ERISA applicable to the North Valley ESOP fiduciaries in connection with the Merger. (f) If and to the extent requested by TriCo in a writing delivered to North Valley following the date hereof and prior to the Closing Date, North Valley shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than immediately prior to the Closing Date, the North Valley ESOP. North Valley shall provide TriCo with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the North Valley ESOP in advance and give TriCo a reasonable opportunity to comment on such documents (which comments shall be made considered in good faith), and prior to the Closing Date North Valley shall provide TriCo with the final board resolutions evidencing that the ESOP has been terminated. The termination of the North Valley ESOP will be adopted conditioned upon the consummation of the Merger and upon receiving a favorable determination letter from the IRS with regard to (i) the continued qualification of the North Valley ESOP after any required amendments necessary to implement the actions thereof set forth above and (ii) the termination of the North Valley ESOP. North Valley and TriCo will cooperate in submitting appropriate requests for any such determination and termination letters to the IRS and will use their best efforts to seek the issuance of such letters as soon as practicable following the date hereof; provided, however, that North Valley does not represent or warrant that it shall begin the determination letter process as to the termination of the North Valley ESOP prior to Closing. North Valley will adopt such additional amendments to the North Valley ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination and termination letters provided that such amendments do not substantially change the terms outlined herein or would result in a material adverse change in the event that business, operations, assets, financial condition or prospects of North Valley or TriCo or result in an additional material liability to TriCo or North Valley. (g) If and to the extent requested by TriCo in a writing delivered to North Valley following the date hereof and prior to the Closing Date, (i) North Valley shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices), effective no later than the last day of the regularly scheduled payroll period immediately preceding the Closing Date, to freeze all contributions to the North Valley ESOP; and (ii) as soon as administratively feasible after the Effective Time, at the election of TriCo, the North Valley ESOP shall be merged with and into the TriCo ESOP. (h) Effective no later than the last day of the regularly scheduled payroll period immediately preceding the Closing Date, North Valley shall freeze contributions to the North Valley 401(k) Plan. Effective no later than the day before the Closing Date, North Valley shall terminate the North Valley 401(k) Plan by proper action of the North Valley Board and the board of directors of North Valley Bank. Before the Closing Date, North Valley shall provide to TriCo (i) copies of duly adopted board resolutions terminating the North Valley 401(k) Plan, and (ii) an executed amendment to the North Valley 401(k) Plan sufficient to assure compliance with all applicable law results requirements of the Code and regulations thereunder. The resolution and amendment shall be subject to the prior review and approval of TriCo. (i) North Valley shall terminate, in accordance with its terms and applicable Laws, effective prior to the actual assets transferred Closing Date, each North Valley Plan providing for group health, dental, vision, prescription drugs or other welfare benefit coverage to Buyer being different than any former employees, officers, directors or consultants and/or their spouses and other dependents. At the assets request of TriCo, North Valley shall terminate or discontinue accruals under any and all other North Valley Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective either immediately before the Closing Date or thereafter as specified by TriCo; provided, however, that would have been transferred if North Valley shall not be required to terminate any North Valley Plan identified in Schedule 6.6(i). (j) Notwithstanding the asset calculation were undertaken using mutually approved long-foregoing, nothing in this Agreement shall be interpreted or construed to confer upon any employee of North Valley or any of its Subsidiaries who continues to be employed by the Surviving Corporation or any of its Subsidiaries after the Effective Time with any right with respect to continuance of employment by or other service with the Surviving Corporation or any of its Subsidiaries, nor shall this Agreement interfere in any way with the right of the Surviving Corporation and its Subsidiaries to terminate the employment or other association of any Person at any time. Nothing in this Agreement shall constitute an amendment of, or interfere in any way with the right of the Surviving Corporation and its Subsidiaries to amend, terminate or otherwise discontinue, any or all TriCo Plans and any other plans, practices or policies of the Surviving Corporation or any of its Subsidiaries in effect from time to time. (k) Notwithstanding anything herein to the contrary, nothing in this Section 6.6 shall create any third party beneficiary right in any Person, and no provision in this Agreement shall create any right to employment or continued employment or to a particular term actuarial assumptions, including, but not limited to, long-term trust earningsor condition of employment with the Surviving Corporation or any of its Subsidiaries.

Employees. As Ordinary course of business arrangements 1. MMC acknowledges and agrees that JLT will carry out annual (or other periodic) pay reviews and appraisals, promotion rounds and bonus determinations in the ordinary course of business. 2. MMC acknowledges that: 2.1 bonus determinations for any JLT financial year completed before the Effective Date will be undertaken by JLT and determined and paid by JLT in accordance with JLT's remuneration policy and consistent with normal JLT practice with payment being made on the normal bonus payment date; 2.2 for the JLT financial year in which the Effective Date occurs: 2.2.1 bonus determinations for the period up to the Effective Date will be undertaken by JLT and determined and paid by JLT in accordance with JLT's remuneration policy and consistent with normal JLT practice with payment being made on the normal bonus payment date; and 2.2.2 bonus determinations for the period from the Effective Date to the end of the ClosingJLT financial year in which the Effective Date occurs will be undertaken by MMC; 2.3 any bonuses for the period up to the Effective Date which would otherwise be delivered in whole or in part in JLT Shares shall be paid entirely in cash; and 2.4 for financial years starting after the JLT financial year in which the Effective Date occurs, Buyer Employees will employ be eligible to participate in bonus arrangements operated by MMC in accordance with MMC’s remuneration policy and consistent with its business needs normal MMC practice. 3. MMC acknowledges and agrees that where any Employee is served with (or serves) notice of a Qualifying Termination (as defined in Clause 4 below) within the IP employees then working at Xxxxxxx and those fully dedicated period of twelve months from the Effective Date, the Employee will: 3.1 receive any bonus entitlement calculated on a pro-rata basis to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree termination or, if required by law or any applicable JLT Redundancy Policy, to the date upon which notice would have expired in the Definitive Agreement to develop absence of a transition plan payment in accordance with Sections 16-128 lieu of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or notice; 3.2 in respect of any transferred employee who retires outstanding awards under any JLT Share Plan, be treated as a good leaver (or otherwise terminates any similar or equivalent concept); 3.3 receive a reasonable and appropriate contribution to their legal fees consistent with JLT practice if required to sign a settlement agreement on termination of employment; and 3.4 where provided for by a JLT Redundancy Policy which applies to the Employee, receive outplacement counselling. 4. In this Schedule, a “Qualifying Termination” is: 4.1 any termination of employment with Buyer after Closing and before by reason of redundancy; 4.2 a termination by reason of the Employee’s resignation in circumstances reasonably judged to amount to constructive dismissal; or 4.3 a termination by reason of the Employee’s resignation where, without the Employee’s express written consent: (a) the Employee’s role and/or reporting level and/or status has been materially diminished; or (b) there is a material reduction in the Employee’s total compensation opportunity; or (c) an Employee's normal place of work is moved more than 25 miles from their previous place of work. In the event of any dispute about whether (a) or (b) applies to a particular Employee, the decision shall be referred to Xxxxxxx Xxxxx. 5. In this Schedule, a “JLT Redundancy Policy” is any policy or established JLT practice in existence at the date of this Agreement and/or any policy or arrangement agreed between MMC and JLT from time to time. 6. MMC acknowledges that, for the transfer purpose of such assets. With respect protecting the business to be acquired pursuant to the preceding sentenceScheme, JLT has agreed to make cash retention awards to Employees whose retention is considered critical for the business up to a dollar for dollar adjustment maximum in aggregate of £75 million, such awards being funded in part by JMH. 7. MMC acknowledges that JLT may make cash awards to the purchase price shall be made Employees in the event that compliance with applicable law results recognition of value creation, length of service and/or seniority of those individuals up to a maximum in the actual assets transferred to Buyer aggregate of £25 million, such awards being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsfunded by JMH.

Employees. As (a) Buyer agrees to offer employment as of the Closing Date, on an “at will” basis to substantially all the Employees of Seller including all management Employees, and if any such Employee accepts Buyer’s offer of employment, he or she shall become an employee of Buyer after the Closing Date (such Employees are referred to hereinafter as the “Transferred Employees”). Transferred Employees shall be credited for past service toward Buyer’s then- current benefits offered by Buyer for purposes of determining eligibility (but not benefit accrual). (b) Seller shall make all salary, commission, bonus, incentive, vacation pay or other benefit accrual payments, in each case that relate to periods prior to and through the Closing, to Employees as they become due. Buyer will employ consistent with its business needs shall not be required to provide continuations of any of Seller’s salary arrangements, bonus or incentive pay or other plans, commission arrangements or commission agreements or wage or salary or compensation incentives after the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll Closing Date. (c) Seller and Buyer will be given shall cooperate to take whatever reasonable steps are necessary to effect the opportunitydistribution and direct rollover to Buyer’s qualified retirement plan that includes a cash or deferred arrangement under Section 401(k) of the Code (“Buyer’s 401(k) Plan”) of the account balance of each Transferred Employee, subject to agreement by IP if eligible in the Seller Benefit Plan that is a qualified retirement plan that includes a cash or deferred arrangement under Section 401(k) of the Code (“Seller’s 401(k) Plan”) as soon as administratively practicable following the Closing Date and Buyer as after such Transferred Employee elects such a distribution and direct rollover, in accordance with and to the particular individuals involvedextent permitted by the terms of Seller’s 401(k) Plan, Buyer’s 401(k) Plan and applicable Law. (d) The parties acknowledge and agree that it is their intention that all existing Contracts of non-competition between Seller and any Employee or any Contractor providing services to offer positions Seller in respect of the Business as of immediately prior to IP headquarters staff whose job responsibility is the Closing Date shall be transferred to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained or assumed by Buyer as such employees would receive under IP's plans and programs in effect as a result of the date transactions described herein and that such Contracts shall constitute Purchased Contracts hereunder. If any such Contract may not be so assigned. Seller agrees that it will cooperate with Buyer to enforce such Contracts as Buyer may reasonably request. (e) Buyer and Seller (and their Affiliates) hereby agree to follow the “Alternate Procedure,” as such procedure is described in Section 5 of ClosingRev. Proc. IP 2004-53, 2004- 30 X.X.X. 000 (Xxx. 18, 2004), for preparing and Xxxxx filing Forms W-2, and 941, and transferring of Forms W-4 and W-5, with respect to Transferred Employees. (f) This Section 7.9 shall agree in operate exclusively for the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 benefit of the Illinois Public Utilities Act parties to be offered to employees this Agreement and not for the benefit of Clinton prior to and following Closing. IP will be responsible for implementing and funding any other Person, including the transition plan for employees at Clinton Transferred Employees or any other Employee, Contractor, former Employee or other Person who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer performs or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal performed services to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsCompany.

Employees. (a) Purchaser agrees to offer employment to, or cause Purchaser's Parent to offer employment, commencing as of the Closing Date, to all of the employees employed at, or whose work responsibilities involve principally the operation of, the Plant, which employees are listed on Schedule 7.14(a), as amended between the date of this Agreement and the Closing Date to reflect any changes in the identities of work force personnel, it being understood that any such change shall not be deemed to be material for purposes of Section 10.5; provided, however, that such offer shall be subject to each such employee's satisfaction of reasonable customary hiring requirements of Purchaser or Purchaser's Parent, as the case may be, which shall be limited to background checks and post-offer drug screening and the execution of customary employee agreements regarding confidentiality, inventions and the like, and shall contain the base salary and incentive compensation and replacement welfare plans that are set forth on Schedule 7.14(c). Purchaser or Purchaser's Parent shall continue to provide base salary and incentive compensation at not less than then the levels set forth on Schedule 7.14(c) for a period of eighteen (18) months after the Closing Date and shall maintain replacement welfare plans that are substantially similar when considered in the aggregate to the replacement welfare plans set forth on Schedule 7.14(c) for a period of eighteen (18) months after the Closing Date. Each such employee who is offered and accepts employment with Purchaser or Purchaser's Parent will be referred to herein as a "Transferred Employee." With regard to the calendar year which includes the Closing Date, Purchaser shall pay Transferred Employees the amount of any annual incentive earned and payable under the terms of an annual incentive plan of Purchaser or Purchaser's Parent that offers incentive compensation in an amount and terms meeting the standards specified above, prorated based on the portion of the full calendar year from the Closing Date to December 31, 2004. Purchaser agrees that it shall also pay the reasonable relocation costs of any Transferred Employee who shall relocate at Purchaser's or Purchaser's Parent's request during the period of 18 months after the Closing Date. (b) Any individual who is otherwise a Transferred Employee but who on the day immediately preceding the Closing Date is not actively at work due to an approved leave of absence due to illness, military leave or disability shall nevertheless be treated as Transferred Employees but only if he or she is able to perform the essential functions of his/her job, with or without a reasonable accommodation, within the period established under COSI PUNA's applicable leave of absence policy. (c) As of the ClosingClosing Date, Buyer will employ consistent with its business needs all Transferred Employees shall cease to participate in the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee welfare benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer (as such employees would receive under IPterm is defined in Section 3(1) of ERISA) maintained or sponsored by Seller or its Affiliates and shall commence participation in the then-current employee welfare benefit plans of Purchaser, Purchaser's Parent or their Affiliates (the "Replacement Welfare Plans") which are included in the summary of benefit plans of Purchaser and programs Purchaser's Parent that are in effect as of the date Effective Date and that are described in Schedule 7.14(c). Subject to the approval of Closing. IP Purchaser's or Purchaser's Parent's insurers and Xxxxx third party administrators, as needed (which approval shall agree be requested by Purchaser or Purchaser's Parent immediately after the Effective Date), Purchaser or Purchaser's Parent, as applicable 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 waiting periods that were in effect with respect to such employees under the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 welfare plans maintained by Seller or its Affiliates and that have not been satisfied as of the Illinois Public Utilities Act Closing Date, and (ii) provide each Transferred Employee with credit for any co-payments (if permitted under the applicable Replacement Welfare Plan) and deductibles paid prior to the Closing Date during a plan year under Seller's or its Affiliates' plan that has not ended as of the Closing Date, in satisfying any deductible or out of pocket requirements under the applicable Replacement Welfare Plans with respect to any plan year that has not ended as of the Closing Date. (d) Purchaser shall give or cause Purchaser's Parent to give all Transferred Employees credit for all service recognized by Seller and its Affiliates immediately prior to the Closing Date under all Replacement Welfare Plans and arrangements maintained by Purchaser or Purchaser's Parent, as applicable in which the Transferred Employees become participants. Prior to the Closing Date, Seller shall provide Purchaser with a description of all such service recognized by it and its Affiliates, itemized by individual Transferred Employee. Purchaser agrees that the service credit to be offered given to employees Transferred Employees by Purchaser and its Affiliates is for purposes of Clinton prior to eligibility, and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are vesting, but not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated benefit accrual (except for causevacation and severance benefits). (e) To the extent allowable by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveApplicable Law, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closingincluding, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained without limitation, ERISA's fiduciary provisions, and by the Buyer an amount equal tax qualified 401(k) plan sponsored by the Seller or its Affiliates in effect for Transferred Employees immediately prior to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount Closing Date (the "Benefit Assets Transfer AmountSeller's Savings Plan"), Purchaser shall take any and all necessary action to cause the trustee of any tax-qualified 401(k) equal plan of Purchaser or its Affiliates in which any Transferred Employee becomes a participant to accept a direct "rollover" in cash (and any outstanding participant loans) of all or a portion of said employee's "eligible rollover distribution" within the total meaning of (i) an amount Section 402 of the Code from the Seller's Savings Plan if requested to be mutually agreed upon do so by the parties based upon Transferred Employee, except in the projected costs case where a participant has an outstanding participant loan which in such case such participant shall "rollover" all of its "eligible rollover distribution". However, any tax-qualified 401(k) plan of Purchaser or its Affiliates accepting such a rollover shall not be required to cover pension benefit obligations owing permit any investment to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in Constellation Energy Group, Inc. common stock on behalf of any Transferred Employee after the event that compliance Closing Date or to adopt any other provision of Seller's Savings Plan except to the extent required by Applicable Law. (f) Purchaser shall pay to each Transferred Employee whose employment is terminated without Cause by Purchaser or one of its Affiliates within eighteen months after the Closing Date a severance benefit package equal to: o Two weeks of base pay for each full year of service (including service with applicable law results in the actual assets transferred Purchaser or its Affiliates and service recognized by Seller or Seller's Affiliates immediately prior to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsClosing).

Employees. As of (a) For the Closingperiod commencing at the Effective Time and ending no earlier than the third (3rd) anniversary thereof, Buyer will employ consistent with Parent, Holding Company and Holdings shall cause the Surviving Corporation and its business needs Subsidiaries to maintain, and the IP employees then working at Xxxxxxx Surviving Corporation and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityits Subsidiaries shall maintain, subject to agreement by IP and Buyer as to the particular individuals involvedcompensation, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements and severance pay and benefits (the “Comparable Benefits”) for Xxxxxxx employees which will provide substantially of the Company and its Subsidiaries (“Affected Employees”) that are, in the aggregate, no less favorable than as provided under the compensation arrangements, Benefit Plans, severance plans and current policies or practices of the Company and its Subsidiaries as in effect on the date hereof; provided, however, that, subject to obligations under applicable Law and applicable collective bargaining agreements, commencing on the second (2nd) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall not have to maintain Comparable Benefits if a Governmental Entity of competent jurisdiction determines that such Comparable Benefits are unreasonably high and, as result, the Surviving Corporation determines in its good faith judgment (after consultation with such Governmental Entity) that the Comparable Benefits would have a negative impact on a rate review or similar benefits proceeding. (b) Parent, Holding Company and Holdings shall cause the Surviving Corporation and its Subsidiaries to honor, and the Surviving Corporation and its Subsidiaries shall honor, all Benefit Plans (including any obligations with respect to deferral elections previously made pursuant to such employees retained by Buyer as such employees would receive under IP's plans Benefit Plan that are not terminated and programs in effect settled as of the date of Closing. IP Effective Time) and Xxxxx shall agree other contractual commitments, including, without limitation, severance and change-in-control agreements, in effect immediately prior to the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 Effective Time between the Company and Affected Employees, retirees or former employees of the Illinois Public Utilities Act to be offered to employees Company, as set forth on Section 5.11(b) of Clinton prior the Company Disclosure Letter. In addition to and following Closing. IP will be responsible for implementing and funding without limiting the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment generality of the employees referenced aboveforegoing, Parent, Holding Company and Holdings shall cause the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited Surviving Corporation and its Subsidiaries to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingSurviving Corporation and its Subsidiaries shall, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount pay all annual bonuses that are payable to be mutually agreed upon the Affected Employees, retirees and former employees of the Company and its Subsidiaries with respect to the fiscal year in which the Effective Time occurs, including bonuses accrued on the consolidated financial statements of the Company (whether or not then earned by or vested in Affected Employees) under the parties based upon the projected costs Company’s 2006 Employee Incentive Plan (and any successor to cover pension benefit obligations owing to Seller's transferred employeessuch plan for subsequent years), (ii) an amount to be mutually agreed upon by continue the parties equal to the value of retiree medical Deferred Director Plan until such time as all outstanding obligations thereunder are satisfied in accordance with their terms and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made honor all vacation, holiday, sickness and personal days accrued by Affected Employees and, to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date extent applicable, former employees of the transfer Company or any Subsidiary as of the Effective Time. (c) Subject to its obligations under applicable Law and applicable collective bargaining agreements, Parent, Holding Company and Holdings shall cause the Surviving Corporation and its Subsidiaries to give, and the Surviving Corporation and its Subsidiaries shall give, all Affected Employees full credit for purposes of benefit accrual, eligibility and vesting under any employee benefit plan arrangement maintained by Parent, Holding Company, Holdings or the Surviving Corporation or any Subsidiary thereof for such assets. With Affected Employees’ service with the Company or any Subsidiary (or any prior employer) to the same extent recognized by the Company or any Subsidiary or any Benefit Plan immediately prior to the Effective Time; provided, however, that such crediting of service shall not result in any duplication of benefits. (d) Subject to its obligations under applicable Law and applicable collective bargaining agreements, Parent, Holding Company and Holdings shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Corporation and its Subsidiaries shall, (i) with respect to the preceding sentenceany life, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved health or long-term actuarial assumptionsdisability insurance plan, includingwaive all limitations as to preexisting conditions, but exclusions and waiting periods with respect to participation and coverage requirements under any welfare benefit plan established to replace any Benefit Plan in which such Affected Employees may be eligible to participate after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Affected Employee and that have not limited tobeen satisfied as of the Effective Time under any plan maintained for the Affected Employee immediately prior to the Effective Time, (ii) with respect to any health insurance plan, provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any such plan that such Affected Employees are eligible to participate in after the Effective Time and (iii) with respect to any life or long-term trust earningsdisability plan, waive any medical certification otherwise required in order to assure the continuation of coverage at a level not less than that in effect immediately prior to the implementation of such plan (but subject to any overall limit on the maximum amount of coverage under such plans). (e) For the period commencing at the Effective Time and ending no earlier than the second (2nd) anniversary thereof, (i) Parent, Holding Company and Holdings shall cause the Surviving Corporation and its Subsidiaries to employ, and the Surviving Corporation and its Subsidiaries shall employ, in the aggregate, approximately the same number of employees as employed by the Company immediately prior to the Effective Time, including substantially all of the Affected Employees, and (ii) Parent, Holding Company and Holdings shall not permit the Surviving Corporation to effect, and the Surviving Corporation shall not effect, any material reductions in employee work force of the Surviving Corporation and its Subsidiaries. Notwithstanding sub-clauses (i) and (ii) above, the Surviving Corporation and its Subsidiaries may terminate an Affected Employee for breach of employment terms, fraud, theft and misconduct.

Employees. As of (a) Prior to the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated Company shall continue to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given honor the opportunity, subject to agreement by IP and Buyer as obligations of the Company to the particular individuals involved, Company employees pursuant to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize any employment agreements between the unions which currently represent employees at Clinton Company and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs the Continuing Employees in effect as on the Closing Date; provided that nothing herein shall limit the at-will nature of the date of Closing. IP and Xxxxx shall agree in Company employees’ employment, or limits the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 ability of the Illinois Public Utilities Act Acquirer, the Company or the Surviving Corporation to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding terminate or modify the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveContinuing Employees. Notwithstanding anything to the contrary in the foregoing, with the exception of the Key Employees, none of Acquirer, Merger Sub and the Surviving Corporation shall have any obligation to make an offer of employment to any employee of the Company. With respect to matters described in this Section 5.10, the Buyer Company will comply consult with Acquirer (and will consider in good faith the provisions advice of Section 16-128 Acquirer) prior to sending any notices or other communication materials to its employees. (b) For at least one year following the Closing Date, Acquirer agrees that each Continuing Employee shall be provided with (i) a rate of cash compensation (including salary and target bonus) that is not less favorable than the Illinois Public Utilities Actrate of cash compensation (including salary and target bonus) paid by the Company to such Continuing Employee on the date hereof and (ii) other benefits that are no less favorable in the aggregate than the benefits provided by the Company to such Continuing Employee on the date hereof. As soon as practicable commercially reasonable after the Closing Date, Acquirer shall enroll the Continuing Employees in Acquirer’s employee benefit plans for which such employees are eligible (the “Acquirer Plans”), including its medical plan, dental plan, life insurance plan and disability plan, on substantially similar terms applicable to employees of Acquirer who are similarly situated based on levels of responsibility and working location, to the extent permitted by the terms of the applicable Acquirer Plans; provided, however, that Acquirer shall not be obligated to enroll any Continuing Employee in Acquirer Plans if Acquirer maintains in effect a comparable Company Employee Plan for the benefit of such employee following the Closing Date. Without limiting the generality of the foregoing, for Continuing Employees so enrolled in Acquirer Plans, Acquirer shall recognize the prior service with the Company of each of the Continuing Employees for purposes of eligibility, and, to the extent permitted by the terms of the applicable Acquirer Plans, for purposes of accrual of vacation, severance and time off benefits, in each case to the extent such Acquirer Plans provide for such benefits; provided, however, that no such crediting of service shall result in any duplication of benefits. In addition, for purposes of each Acquirer Plan providing health or welfare benefits for the benefit of any Continuing Employees, Acquirer will cause all pre-existing condition exclusions, evidence of insurability requirements, waiting periods and actively-at-work requirements of such Acquirer Plan to be waived (except that, for insured benefit plans, to the extent permitted under the terms of the insurance policy) for such employee and his or her covered dependents. Notwithstanding the foregoing, all Continuing Employees will be “at-will” (except for non-United States Continuing Employees located in a jurisdiction that does not recognize the “at will” employment concept, if any). Nothing contained herein, express or implied, (x) is intended to confer upon any Continuing Employee any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any benefit plan, (y) shall alter or limit Acquirer’s or the Company’s or their Affiliates’ ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement or (z) is intended to confer upon any individual (including employees, retirees or dependents or beneficiaries of employees or retirees) any right as a third party beneficiary of this Agreement. (c) The Company shall use its commercially reasonable efforts to cause the delivery to Acquirer of a true, correct and complete copy of each election statement under Section 83(b) of the Code filed by each Person who acquired Unvested Company Shares after the Agreement Date (or prior to the Agreement Date to the extent not previously provided by the Company), at or prior to the Closing, IP will transfer or cause to in each case together with evidence of timely filing of such election statement with the appropriate IRS Center. (d) This Section 5.10 shall be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal binding upon and inure solely to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as benefit of each of the transfer date) representing parties to this Agreement, and nothing in this Section 5.10, express or implied, shall confer upon any other Person, including any Continuing Employee, any rights or remedies of any nature whatsoever under or by reason of this Section 5.10. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Company Employee Plan or any other plan, program, arrangement, agreement, policy or commitment. The parties hereto acknowledge and agree that the account balances of all transferred employees. This transfer will be done terms set forth in the most practical and effective method this Section 5.10 shall not create any right in order any Continuing Employee or any other Person to ensure compliance continued employment with the Internal Revenue Code and Company, Acquirer, the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer Surviving Corporation or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total any of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to their respective Subsidiaries or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsAffiliates.

Employees. As (a) Prior to the Closing Date, the Buyer shall make offers of employment to the employees of the Closing, Buyer will employ consistent with its business needs Seller set forth on Schedule 6.10(a) (such employees who accept the IP employees then working at Xxxxxxx terms and those fully dedicated to Xxxxxxx conditions of such offer and who are on Xxxxxxx'x budget and payroll and employed by the Buyer will be given are hereinafter referred to as “Transferred Employees”). The Buyer shall notify the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees Seller at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs least seven (7) days in effect as advance of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 Closing of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment names of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following Seller who do not accept such offers and the Closing, IP will Seller agrees to terminate or transfer or cause to be terminated or transferred the employment of such employees effective at the time of the Closing and to defined contribution plans established and/or already maintained by so notify them prior to the Closing. (b) Except as set forth in subparagraphs (d), (e), (f) and (g), the Buyer an amount equal shall establish initial terms and conditions of employment (including a benefits package) for all Transferred Employees that shall be, in the aggregate, substantially equivalent to those provided by Global Power and/or the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding Seller as of the transfer date) representing the account balances of Closing Date. The active participation by all transferred employees. This transfer will be done Transferred Employees in the most practical and effective method in order to ensure compliance with the Internal Revenue Code Employee Plans and the Global Power Employee Retirement Income Security Act. As soon Plans will cease as practicable of the Closing Date. (c) Immediately after or simultaneously with the Closing, the Seller shall pay or shall cause to be transferred from Seller's pension paid all employees for all amounts due to employees of the Seller (including Transferred Employees) through the Closing Date, including amounts due as wages or salary, on account of severance, accrued vacation, accrued sick days, health claims, bonus and welfare benefit plans to other benefits for such employees through the Closing Date. (d) All prior service of a Transferred Employee with the Seller and its Affiliates shall count toward the service requirements for eligibility for any benefits and sick pay and vacation accruals with the Buyer. The Buyer shall cause any eligible expenses incurred by such Transferred Employee under an Employee Plan or its affiliates an amount (a Global Power Employee Plan during the "Benefit Assets Transfer Amount") equal to portion of the total of (i) an amount current plan year ending on the date such Transferred Employee begins participation in the corresponding medical or health plan made available by the Buyer to be mutually agreed upon taken into account under such medical or health plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements that apply to such Transferred Employee for the applicable plan year as if such amounts had been paid in accordance with the medical or health plan made available by the parties based upon Buyer to such Transferred Employee, provided the projected costs to cover pension benefit obligations owing to Seller's transferred employees, Seller furnishes the Buyer with records in a commercially reasonable format. (iie) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to any Transferred Employee who has or who, on or before the preceding sentenceClosing Date, develops any medical condition other than any medical condition caused by, arising out of, or otherwise associated with an accidental injury (including, by way of illustration but not by way of limitation, a dollar work place, sporting, motor vehicle, or other accidental injury) (an “Applicable Condition”), the Buyer shall, or shall make commercially reasonable efforts to cause insurance carriers for dollar adjustment the Buyer to cause, each medical or health plan made available by the Buyer to any such Transferred Employee to provide that any pre-existing condition exclusion relating to such Applicable Condition (to the purchase price extent that coverage for such condition is generally provided under such medical or health plan) shall be made waived (to the extent coverage for such condition was provided under a comparable Employee Plan or Global Power Employee Plan in which such Transferred Employee participated immediately prior to the event Closing Date and such pre-existing condition exclusion was waived under such Employee Plan or Global Power Employee Plan, as the case may be) as to such Transferred Employee. (f) The Buyer agrees to establish or make available to the Transferred Employees a defined contribution plan that compliance with applicable law results is qualified under Sections 401(a) and 401(k) of the Code (the “Buyer 401(k) Plan”) that will accept rollovers from the 401(k) plan maintained by Global Power in which employees of the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsSeller participate, including, but not limited toto the extent permitted by the 401(k) plan maintained by Global Power, long-term trust earningsrollovers of promissory notes that represent participant loans of the Transferred Employees. Such loans are set forth on Schedule 6.10(f). (g) The provisions of this Section 6.10 are for the benefit of Global Power, the Seller and the Buyer only, and no employee of the Seller or any other person shall have any rights hereunder. Nothing herein expressed or implied shall confer upon any employee of the Seller, or any legal representatives or beneficiaries thereof, any rights or remedies, including any right to employment or continued employment for any specified period or to be covered under or by any employee benefit plan or arrangement, or shall cause the employment status of any employee to be other than terminable at will. It is expressly agreed and understood that the Buyer may terminate the employment of any Transferred Employee at any time after the Closing Date.

Employees. As (a) Except as otherwise expressly provided in this Article VI or as set forth in Section 6.01(a) of the ClosingTHCI Disclosure Schedule, Buyer will employ consistent from and after the Initial Closing Date, the Acquirors and the Management Company shall be responsible for (i) all Employee-related Liabilities incurred on or after the Initial Closing Date with its business needs respect to the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx individuals who are employed by the Management Company (including employees on Xxxxxxx'x budget and payroll and Buyer will be given the opportunitydisability, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect leave of absence or layoff with recall rights) as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement Initial Closing Date (collectively referred to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon herein as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer AmountTRANSFERRED EMPLOYEES") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesand their respective dependents and beneficiaries, and (ii) an amount all Employee-related Liabilities incurred prior to be mutually agreed upon the Initial Closing Date with respect to the Transferred Employees and their respective dependants and beneficiaries to the extent such liabilities arise under Employee Plans sponsored by the parties equal Management Company immediately prior to the value Initial Closing Date. The Management Company shall not be responsible, and shall be reimbursed or indemnified by THCI, for all Employee-related Liabilities accrued but unpaid prior to the Initial Closing Date that are not referred to in clause (ii) of retiree the immediately preceding sentence. "EMPLOYEE-RELATED LIABILITIES" shall include, without limitation, Liabilities for salaries, bonuses, vacations, workers' compensation, medical and life insurance benefit claims and other welfare benefits and all Liabilities arising under the continuation coverage requirements of Section 4980(B)(f) of the Code and Section 601 of ERISA. (b) To the extent that service is relevant for each transferred employee accrued through the date immediately preceding Closingpurposes of eligibility, less (iii) any payment made to or in respect vesting, calculation of any transferred benefit, or benefit accrual under any employee who retires benefit plan, program or otherwise terminates employment arrangement established or maintained by the Acquirors or the Management Company (other than any defined benefit pension plan) following the Initial Closing Date for the benefit of Transferred Employees, such plan, program or arrangement shall credit such employees for service on or prior to the Initial Closing Date that was recognized by THCI or any THCI Subsidiary for purposes of employee benefit plans, programs or arrangements maintained by any of them. In addition, with Buyer after respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by the Acquirors or the Management Company following the Initial Closing Date for the benefit of Transferred Employees, such plan shall waive any pre-existing condition exclusions and provide that any covered expenses incurred on or before the date of the transfer of such assets. With respect to the preceding sentence, Initial Closing Date by a dollar for dollar adjustment to the purchase price Transferred Employee or by a covered dependent shall be made in taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsInitial Closing Date.

Employees. As (a) Section 4.11(a) of the ClosingCAVB Disclosure Schedule sets forth a true and complete list of each material benefit or compensation plan, Buyer will employ consistent arrangement or agreement, and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that is maintained, or contributed to, for the benefit of current or former directors or employees of CAVB and its Subsidiaries or with respect to which CAVB or its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunitySubsidiaries may, subject to agreement by IP and Buyer as to the particular individuals involveddirectly or indirectly, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits have any liability to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect directors or employees, as of the date of Closing. IP and Xxxxx shall agree in the Definitive this Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "CAVB Benefit Assets Transfer AmountPlans"). (b) equal CAVB has heretofore made available to the total PNFP true and complete copies of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsCAVB Benefit Plans and certain related documents, including, but not limited to, long-(i) the actuarial report for such CAVB Benefit Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the IRS (if applicable) for such CAVB Benefit Plan. (c) Except as identified in Section 4.11(a) of the CAVB Disclosure Schedule referenced above or as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CAVB, (i) each of the CAVB Benefit Plans has been operated and administered in all material respects in compliance with ERISA and the Code, (ii) each of the CAVB Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code and has received a favorable determination from the IRS that such CAVB Benefit Plan is so qualified, and to the knowledge of CAVB, there are no existing circumstances or any events that have occurred that will adversely affect the qualified status of any such CAVB Benefit Plan, (iii) with respect to each CAVB Benefit Plan which is subject to Title IV of ERISA, the present value of accrued benefits under such CAVB Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such CAVB Benefit Plan's actuary with respect to such CAVB Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such CAVB Benefit Plan allocable to such accrued benefits, (iv) no CAVB Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or directors of CAVB or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law, (B) death benefits or retirement benefits under any "employee pension plan" (as such term trust earningsis defined in Section 3(2) of ERISA), (C) deferred compensation benefits accrued as liabilities on the books of CAVB or its Subsidiaries or (D) benefits the full cost of which is borne by the current or former employee or director (or his beneficiary), (v) no material liability under Title IV of ERISA has been incurred by CAVB, its Subsidiaries or any trade or business, whether or not incorporated, all of which together with CAVB, would be deemed a "single employer" under Section 4001 of ERISA (a "CAVB ERISA Affiliate") that has not been satisfied in full, and no condition exists that presents a material risk to CAVB, its Subsidiaries or any CAVB ERISA Affiliate of incurring a material liability thereunder, (vi) no CAVB Benefit Plan is a "multiemployer pension plan" (as such term is defined in Section 3(37) of ERISA), (vii) all contributions payable by CAVB or its Subsidiaries as of the Effective Time with respect to each CAVB Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP, (viii) none of CAVB, its Subsidiaries or any other person, including any fiduciary, has engaged in a transaction in connection with which CAVB, its Subsidiaries or any CAVB Benefit Plan will be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) to the knowledge of CAVB there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the CAVB Benefit Plans or any trusts related thereto. (d) Except as set forth in Schedule 4.11(d) of the CAVB Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result (either alone or upon the occurrence of any additional acts or events) in any payment (including, without limitation, severance, unemployment compensation, "excess parachute payment" (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of CAVB or any of its affiliates from CAVB or any of its affiliates under any CAVB Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any CAVB Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any such benefits that will, either individually or in the aggregate, have a Material Adverse Effect on CAVB.

Employees. As (a) Not less than one week prior to the Effective Date, the Parties shall agree on the employees of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx Penn West and those fully dedicated to Xxxxxxx Petrofund who are on Xxxxxxx'x budget and payroll and Buyer will be given offered employment by ExploreCo (the opportunity, subject to agreement by IP “ExploreCo Offered Employees”) on terms and Buyer as conditions acceptable to the particular individuals involvedParties, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxxacting reasonably. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as The employment of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton all Petrofund Employees who are not transferred ExploreCo Offered Employees, or who are not employed by ExploreCo as a result of the ExploreCo Transactions not occurring under the Plan of Arrangement (the “Continued Employees”) may be continued by Penn West or one of its Subsidiaries following the Effective Time on terms and conditions substantially similar, in the aggregate, to the terms and conditions on which they are currently employed and after taking into account participation by the Continued Employees in the Penn West Incentive Plan and the Penn West Savings Plan, such that their overall compensation remains substantially the same after the Effective Time. (employed byb) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during In the twenty-four (24) month period following Closing. Following its event that the employment of any Petrofund Employee who will not be an ExploreCo Offered Employee is not continued as a Continued Employee, such employee shall be entitled (unless such employee does not accept an offer of such employment as a Continued Employee on the employees referenced aboveterms contemplated by Section 2.6(a)), the Buyer will comply with the provisions of Section 16-128 upon completion of the Illinois Public Utilities Act. As soon as practicable following the ClosingArrangement, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as payment of the transfer date) representing the account balances of all transferred employees. This transfer will be done a severance payment in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based Parties, acting reasonably. In addition, in the event that the ExploreCo Offered Employees (other than those ExploreCo Offered Employees entitled to severance payments under executive employment contracts with PC) are not employed with ExploreCo as a result of the ExploreCo Transactions not occurring under the Plan of Arrangement, such employees shall be entitled, upon completion of the projected costs Arrangement, to cover pension benefit obligations owing to Seller's transferred employees, (ii) the payment of a severance payment in an amount to be mutually agreed upon by the parties equal to Parties, acting reasonably. (c) The Parties acknowledge that the value Arrangement will result in a “change of retiree medical and life insurance benefits control” for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date purposes of the transfer Petrofund Incentive Plans (with the result that all Petrofund Rights thereunder shall fully vest and be fully exercisable in connection with the Arrangement) and executive and employee (if applicable) employment and “change of such assetscontrol” agreements. With respect to The Parties further acknowledge that the preceding sentence, Arrangement will not result in a dollar “change of control” for dollar adjustment to purposes of the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred Penn West Incentive Plan and executive and employee (if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsapplicable) employment and “change of control” agreements.

Employees. As (a) Each Employee and Excluded Employee will remain employed with the Employee’s applicable Group Company following the Closing. (b) All Employment Liabilities payable to any Excluded Employee as a result of such Excluded Employee’s Termination within 30 days of the ClosingClosing Date shall be the responsibility of the Seller. (c) All Employment Liabilities payable to any Employee as a result of the Termination of such Employee (without regard to when such Termination is effective, provided such Termination is so effective at or after the Closing Date) shall be the responsibility of the Buyer. For the avoidance of doubt, to the extent the Seller (or its affiliates) pays any Employment Liabilities to any Employee as a result of the Termination of such Employee (without regard to when such Termination is effective, provided such Termination is so effective at or after the Closing Date) under the terms of the Transition Services Agreement or otherwise, Buyer shall reimburse Seller for all such amounts paid by Seller. (d) After the Closing Date and through December 31, 2014 (the “Transition Period”), Seller will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx permit Employees who are employed in the United States of America (“U.S. Employees”) and who remain employed with the U.S. Employee’s applicable Group Company following the Closing Date and their dependents to continue to participate in the Seller’s group health plan in which such U.S. Employees and their dependents participated immediately before the Closing Date on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer same basis as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP Closing Date and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 the terms of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closingsuch group health plan. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount collect from such U.S. Employees and remit to be mutually agreed upon Seller (at the time normally paid by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, employees generally) the full amount of Employee’s share of the costs of such coverage and (ii) an remit to Seller the Group Company’s share of the costs of such coverage (which shall be remitted to Seller together with Employee’s portion of the costs pursuant to (i) above). In return for such coverage during the Transition Period, Buyer agrees to pay to Seller on December 31, 2014 the sum of $200,000 less the amount of any premiums remitted to be mutually agreed upon by Seller for such coverage before such date. U.S. Employees who remain employed with the parties equal Employee’s applicable Group Company following the Closing Date and their dependents shall not participate in Seller’s group health plan after the expiration of the Transition Period. Buyer agrees to provide such U.S. Employees and their dependents coverage under its group health plan after the expiration of the Transition Period. Buyer shall notify Seller in case of forced redundancies or any other Termination of such U.S. Employees occurring after the Closing and prior to the value expiration of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) Transition Period. If any payment made to or in respect of any transferred employee U.S. Employee who retires or otherwise terminates employment remains employed with Buyer after the U.S. Employee’s applicable Group Company following the Closing and before prior to the date expiration of the transfer Transition Period and their dependents become eligible for continuation coverage following any forced redundancies or any other Termination of such assets. With respect U.S. Employee (or any other qualifying event) occurring at any time after the Closing and prior to the preceding sentenceexpiration of the Transition Period, a dollar for dollar adjustment Buyer agrees to provide such continuation coverage under its group health plan after the purchase price shall be made in expiration of the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsTransition Period as required under COBRA.

Employees. 10.1. Purchaser shall offer to hire all Employees actively at work or available for work on the Closing Date; provided however, Purchaser, at its sole discretion, may decline to hire up to 10 hourly Employees located at the Calvxxx Xxxy site. All such Employees who are hired by Purchaser shall be retained by Purchaser for a period of 12 months following the Closing Date, unless earlier separated for cause. Sellers shall not directly or indirectly employ or rehire any Employee without Purchaser's consent for a period of 12 months after the Closing Date. 10.2. As of the Closing, Buyer will employ consistent with its business needs all Employees employed by Purchaser on the IP employees then working day after the Closing Date initially shall receive a base salary or hourly wage at Xxxxxxx and those fully dedicated least equal to Xxxxxxx who are his or her base salary or hourly wage level in effect on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityClosing Date. 10.3. Purchaser shall extend, subject to agreement by IP and Buyer as to on the particular individuals involvedday after the Closing Date, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other Purchaser's then-existing employee welfare benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits employee pension benefit plans, both as defined in Section 3 of ERISA, to all such employees retained by Buyer as such employees would receive under IPEmployees; provided that the only transferred Employees who may become eligible to participate in Purchaser's plans and programs in effect Retirement Medical Plan are those transferred Employees who, as of the date Closing, will not have an entitlement for benefits under any retirement medical plan of ClosingSellers or their Affiliates. IP and Xxxxx shall agree Except with respect to Purchaser's Retirement Medical Plan to the extent described in the Definitive Agreement to develop a transition plan preceding sentence, Purchaser shall recognize the transferred Employees' prior service with Sellers and their Affiliates for purposes of eligibility, vesting and benefit accrual in accordance Purchaser's employee welfare benefit plans and employee pension benefit 10.4. Except as may be provided under the applicable Plans of Purchaser or its Affiliates with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal respect to the assets (including, but not limited to, promissory notes evidencing loans from IPtermination of a transferred Employee's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable employment after the Closing, Seller but 10.5. Except as provided in the immediately following sentence, Sellers or their Affiliates shall cause be responsible for providing such "continuation coverage" (within the meaning of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")) as is required pursuant to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or COBRA in respect of any transferred employee Employee who retires incurs a "qualifying event" (as such term is defined in COBRA) either before, upon or otherwise terminates employment with Buyer after the Closing. Notwithstanding the foregoing sentence, Purchaser shall be responsible for providing such continuation coverage as is required under COBRA in respect of any Transferred Employee who incurs a qualifying event after the Closing and before the date of the transfer of or who incurs such assets. With respect a qualifying event prior to the preceding sentence, a dollar for dollar adjustment Closing as to which notice is not provided to the purchase price Sellers or their Affiliates until after the Closing. 10.6. Notwithstanding the foregoing, any obligation imposed on Purchaser under this Article 10 shall be made in subject to the event that compliance with applicable law results in terms of any collective bargaining agreement to which the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsPurchaser may be subject.

Employees. As (a) Parent agrees that individuals who are employed by the Company and its Subsidiaries immediately prior to the Effective Time shall be employees of the ClosingCompany and its Subsidiaries as of the Effective Time (each such employee, Buyer an "Affected Employee" and together with all former employees of the Company and its Subsidiaries "Company Employees"). (b) Parent will, or will employ consistent with its business needs cause the IP employees then working at Xxxxxxx Surviving Corporation to, give Affected Employees full credit for purposes of eligibility and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget vesting and payroll and Buyer will be given determination of the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other level of benefits under any employee benefit plans or arrangements maintained by Parent, the Surviving Corporation or any Subsidiary of Parent for such Affected Employees' service with the Company or any Subsidiary of the Company to the same extent recognized by the Company immediately prior to the Effective Time. (c) Parent will, or will cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions exclusions and arrangements for Xxxxxxx waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans that such employees which will provide substantially similar benefits may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees retained by Buyer and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees would receive under IPare eligible to participate in after the Effective Time. (d) Parent agrees that until December 31, 2000, the coverage and benefits provided to Affected Employees pursuant to employee benefit plans or arrangements maintained by Parent, the Surviving Corporation, or any Subsidiaries of the Parent shall be, in the aggregate, not less favorable than those provided to such employees immediately prior to the Effective Time determined in accordance with the benefits set forth on Section 5.8(d)(i) of the Company Disclosure Schedule, and after December 31, 2000, Parent agrees to provide or cause the Surviving Corporation to provide coverage and benefits in the aggregate, at least as favorable to the Affected Employees as the coverage and benefits provided to Parent's plans and programs employees. Without limiting the generality of the foregoing, Parent agrees to honor, or to cause the Surviving Corporation to honor, until December 31, 2000, the severance policy of the Company as in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 Effective Time, as set forth on Section 5.8(d)(ii) of the Illinois Public Utilities Act Company Disclosure Schedule. (e) Through December 31, 2000, Parent agrees to provide, or to cause the Surviving Corporation to provide, to each currently retired Company Employee and to each Company Employee who retires prior to December 31, 2000 (the "Retired Employees"), the benefits (other than stock options) set forth on Section 5.8(e)(i) of the Company Disclosure Schedule. From December 31, 2000 until December 31, 2002, Parent agrees to continue to provide or to cause the Surviving Corporation to provide the Retired Employees with the post-retirement medical insurance premium percentage subsidy (as described on Section 5.8(e)(i) of the Company Disclosure Schedule) which each such Retired Employee is receiving as of December 31, 2000 and that in all other respects, the post-retirement medical benefits available to Retired Employees will be offered no less favorable than those available to Parent's employees who are eligible for post-retirement medical benefits under its retiree medical benefit plan. From and after December 31, 2002, Parent will provide the Retired Employees the post-retirement medical coverage provided to employees or former employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton Parent who are not transferred eligible for post-retirement medical benefits, treating for all purposes of such coverage the Retired Employee's service with the Company as service with Parent. (f) Parent and the Surviving Corporation hereby agree to (employed byhonor without modification and assume the employment agreements, executive termination agreements and individual benefit arrangements set forth on Section 5.8(f) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the Company Disclosure Schedule, all as in effect at the Effective Time. (g) Parent shall advise the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As Company, in a written communication issued to the Company Employees as soon as practicable following the Closingdate of this Agreement, IP will transfer of Parent's undertakings set forth in this Section 5.8. (h) Until December 31, 2000, Parent agrees that there shall be no termination or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as merger or consolidation of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingWaverly, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount Inc. Pension Plan (the "Benefit Assets Transfer AmountPension Plan") equal to and the total of (i) an amount to Pension Plan shall not be mutually agreed upon amended except as required by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningslaw.

Employees. As (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries. (b) The Covered Employees shall remain covered through the date that is 60 days after Closing Date (or a shorter period after the Closing Date, at Buyers’ option) under the Seller’s health and welfare plans that provided health, dental and vision benefits to such Covered Employees immediately prior to the Closing Date (the “LFG Health Plans”) (the date through which the Covered Employees remain covered by the LFG Health Plans, the “Coverage Cut-Off Date”), immediately following which the Covered Employees shall be covered by the health and welfare plans maintained by Buyers and their Subsidiaries pursuant to Section 5.8(a) of this Agreement. Buyers shall cause the Companies to pay to Seller the amount of covered health, dental and vision claims incurred by the Covered Employees through the Coverage Cut-Off Date to the extent such claims are not paid as of the Closing Date, less Covered Employee premiums actually paid to Seller on and after the Closing Date or paid to Buyers or the Companies and transferred to Seller on and after the Closing Date. In no event shall the operation of this Section 5.8(b) result in duplication of payments in respect of an obligation under this Section 5.8(b). (c) Effective as of the Closing Date, FNF or its designee (which shall be one of the Companies or another wholly-owned subsidiary of FNF) shall assume sponsorship of, and all obligations under, the Company Benefit Plans set forth on Section 5.8(c) of the Company Disclosure Schedule (the “LFG Deferred Compensation Plans”). Prior to the Closing Date, Seller and FNF shall take any and all actions required such that, effective as of the Closing, Buyer will employ consistent FNF or its designee (which shall be one of the Companies or another wholly-owned subsidiary of FNF) shall (i) (A) assume sponsorship of, and all obligations under, the LFG Deferred Compensation Plans, and (B) discharge all obligations under such LFG Deferred Compensation Plans, (ii) be the grantor and the ‘‘Company’’ under each rabbi trust (the “Rabbi Trusts”) established in connection with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer LFG Deferred Compensation Plans of which Seller is the current grantor, such that the assets in the Rabbi Trusts will be given available for the opportunitypayment of benefits under the LFG Deferred Compensation Plans, subject to agreement by IP and Buyer (iii) be the owner of all corporate owned life insurance policies purchased as to a funding source for the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton LFG Deferred Compensation Plans. (d) At or prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer Seller shall vest, or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (includingvested, each Covered Employee in all Company Benefit Plans which are not Assumed Plans, including but not limited toto any equity awards. (e) Notwithstanding any provision in any agreement by and between Seller or any of its Affiliates and Buyers or any of their Affiliates, promissory notes evidencing loans from IP's corresponding defined contribution plans each Buyer or any of its Affiliates may make offers of employment on such terms as it shall determine to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable on or after the Closing, Closing Date to any employees of Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal Affiliates which employees primarily provide services to the total Companies or any of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionstheir Subsidiaries, including, but not limited to, longthe seven personnel currently managing the Dallas Data Center facility located at 0000 X. Xxxxx Xxxxxxx, Xxxxx, Xxxxx. Further, Buyers may assume the real estate and equipment leases in respect of the foregoing facility dedicated to serving the Companies, subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court. (f) From and after the Closing Date, (i) Buyers or their Affiliates shall (x) assume, or cause the Companies to continue, as the case may be, sponsorship of, and all liabilities under, each Assumed Plan and (y) assume or discharge all obligations under such Assumed Plans as of the Closing Date and (ii) Buyers shall, or shall cause their Subsidiaries to, honor, in accordance with the terms thereof as in effect as of the date hereof or as may be amended after the date hereof (i) with the prior written consent of Buyers or (ii) as permitted pursuant to Section 5.2(c) of this Agreement, each Assumed Plan. (g) Nothing in this Section 5.8 shall be construed to limit the right of Buyers or any of their Subsidiaries (including, following the Closing Date, the Companies and their Subsidiaries) to amend or terminate any Assumed Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.8 be construed to prohibit the Buyers or any of their Subsidiaries (including, following the Closing Date, the Companies and their Subsidiaries) from terminating the employment of any particular Covered Employee following the Closing Date. (h) Without limiting the generality of Section 10.8, the provisions of this Section 5.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-term trust earningsparty beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (i) From and after the date hereof, notwithstanding any other provision of this Agreement, in no event shall the Companies or their Subsidiaries indemnify or reimburse Seller or any of its Subsidiaries or Affiliates (other than the Companies or their Subsidiaries) in respect of any severance or change of control benefits payable by Seller or any such Subsidiaries and Affiliates (other than benefits payable by the Companies and their Subsidiaries, with respect to which Seller and its Subsidiaries shall not be responsible), under any existing cost-reimbursement arrangement or otherwise. For purposes of this provision, Seller’s Subsidiaries shall not include the Companies and their Subsidiaries. (j) FNF and Seller hereby agree that effective as of the Closing, all restrictions under the Confidentiality Agreement on the solicitation or hiring of any executive or employee are hereby deemed deleted, including the second full paragraph on page three thereof. In addition, all such restrictions shall be deemed deleted if any of the following has not occurred or been granted on or before December 22, 2008: (i) the Final Approval Order (other than with respect to UCTIC, if applicable), (ii) the approval by the Nebraska Department of Insurance of the Form A filing with respect to the acquisition of the Companies, (iii) the approval by the New Jersey Department of Banking and Insurance of the Form A filing with respect to the acquisition of CNJ, (iv) the Chapter 11 Court Order, or (v) the waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired. Further, following the date hereof Buyers and their Affiliates shall be permitted to discuss (i) with agents their continued roles with the Companies and their Subsidiaries or with Buyers or their other Affiliates following the Closing, and (ii) with customers the transactions contemplated hereby, and in each case to provide them assurances with respect thereto. (k) Seller shall cause the enrolled actuary (the “Plan Actuary”) for the LandAmerica Cash Balance Plan (the “Cash Balance Plan”) to calculate the benefit obligation under the Cash Balance Plan as of a date not more than five business days prior to the Closing Date (such date, the “Calculation Date”), such benefit obligation to be the sum of (i) the amount of the cash balance account as of the Calculation Date in respect of each Cash Balance Plan participant who is, on the Calculation Date, or could be following the Calculation Date, entitled to receive Cash Balance Plan benefits in the form of a lump sum, plus (ii) the aggregate benefit obligation in respect of all Cash Balance Plan participants not described in the preceding clause (i), computed on an accounting (ongoing) basis (not on a termination basis) using the same methodology utilized to determine the “benefit obligation at end of year” in Seller’s Form 10-K for the year ended December 31, 2007; provided that the interest rate used to make such calculation shall be the prevailing interest rate used by Xxxxxx (the Cash Balance Plan’s enrolled actuary) as of the Calculation Date to compute benefit obligations of defined benefit plans of its clients generally (the amount of such benefit obligation calculated hereunder, the “Current Benefit Obligation”). In the event that the Current Benefit Obligation exceeds the market value of the LandAmerica Cash Balance Plan’s assets on the Calculation Date (such excess, if any, the “Funding Amount”), upon the Closing, Seller shall contribute to the LandAmerica Cash Balance Plan from the Purchase Price proceeds cash in an amount equal to the Funding Amount. In such event, Buyers shall be entitled to fund these amounts on behalf of Seller directly to the Cash Balance Plan from the Purchase Price. For the avoidance of doubt, the Chapter 11 Court Order shall require such funding, if any, on the part of Seller. In addition, Seller agrees that, prior to the Closing, it shall not take action or initiate any proceeding to terminate the Cash Balance Plan.

Employees. As (a) The Owner shall cause Xxxx to assign not less than six of the Closingfull-time on-site employees listed in Exhibit F hereto (the “Transferred Employees”), and will use good faith efforts to cause Xxxx to assign all of the Transferred Employees, to employment by Investors effective January 1, 2005. From and after their transfer, the Transferred Employees (and/or additional or replacement employees) shall continue to be exclusively involved in the day-to-day management of the Property and, although they will take their instructions from Investors, they will continue to work closely with Xxxx or its successor in its capacity as the building manager of the Property. As a result of such transfer, Xxxx or its successor will no longer be reimbursed for any of the costs associated with the Transferred Employees although it is acknowledged by the Parties that the management fee entitlement of Xxxx pursuant to the Xxxx Management Agreement shall remain unaffected. (b) At all times from January 1, 2005 for so long as the Buyer will or any of its Affiliates shall continue to own a membership interest in the Ownership Entity, the Owner shall cause Investors to employ consistent with its business needs the IP not less than six full-time employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget exclusively involved in the day-to-day management or maintenance of the Property. (c) The Transferred Employees shall be employed by Investors and shall receive all of their employment compensation and related benefits from Investors. Effective January 1, 2005, the Buyer shall cause one of its Affiliates to extend its benefits package and payroll and Buyer will be given arrangements to Investors so that the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for XxxxxxxTransferred Employees shall receive coverage thereunder. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as All of the date of Closing. IP costs and Xxxxx shall agree in expenses associated with the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveTransferred Employees shall be borne by Investors, including the Buyer will comply with the provisions of Section 16-128 cost of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause benefits package to be transferred to defined contribution plans established and/or already maintained extended by the Buyer an amount equal Buyer, except to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans extent of any incremental cost to transferred employees that are outstanding as Investors of such employment in excess of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order amount which would otherwise have been reimbursed from time to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause time by First States Management to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or Xxxx in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before such Transferred Employees under the date Xxxx Management Agreement had such transfer not taken place, which incremental cost will be reimbursed to Investors by the Buyer. (d) The Owner acknowledges that the Owner’s covenants contained in this Section 7.3 are of the transfer of such assets. With respect critical importance to the preceding sentence, Buyer in its determination to acquire the Minority Interest and are a dollar for dollar adjustment material inducement to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred Buyer to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsenter into and perform its obligations under this Agreement.

Employees. As (a) For each Continuing Employee, for a period of twelve (12) months following the ClosingEffective Time, Buyer will employ consistent with Parent, in its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunitysole discretion, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount base compensation that is no less favorable than the base compensation provided to be mutually agreed upon by such Continuing Employee immediately prior to the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesClosing Date, (ii) an amount cash bonus opportunities that are no less favorable than the cash bonus opportunities provided to be mutually agreed upon by the parties equal such Continuing Employee immediately prior to the value of retiree medical Closing Date, and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) employee benefits (excluding defined benefit plans or programs) that are substantially similar, in the aggregate, to the employee and fringe benefits provided to such Continuing Employee immediately prior to the Closing Date. To the extent Parent elects to have the Continuing Employees participate in the benefit plans of Parent (the “Parent Plans”) following the Closing Date, Parent shall use commercially reasonable efforts to (i) cause each Continuing Employee to receive credit for purposes of eligibility to participate and vesting under such Parent Plans for years of service with the Company (or any payment made of its predecessors) prior to the Closing Date, and (ii) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plans that are group health plans in which such Continuing Employees will participate to be waived and to provide credit for any co-payments and deductibles incurred by the Continuing Employee prior to the Closing Date (and during the plan year that includes the Closing Date) for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date for the applicable plan year of the comparable Parent Plan. (b) If Parent provides written notice to the Company at least ten (10) days prior to the Closing Date, effective no later than the day immediately preceding the Closing Date, the Company shall each terminate any and all plans intended to include a Code Section 401(k) cash or deferral arrangement. If Parent provides such written notice to the Company, then no later than two (2) days prior to the Closing Date, the Company shall provide Parent with reasonable evidence that such 401(k) plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board. (c) Nothing in respect this Agreement shall (i) confer upon any Employee any right to continue in the employ or service of Parent, the Company or any Affiliate of Parent or the Company, (ii) interfere with or restrict in any way the rights of Parent, the Company or any Affiliate of Purchaser or the Company, which rights are hereby expressly reserved, to discharge or terminate the services of any transferred employee Employee at any time for any reason whatsoever, with or without cause or (iii) confer upon any Person who retires is not a party to this Agreement any third party beneficiary or otherwise terminates other right of any kind or nature whatsoever. (d) Prior to the Closing Date, the Company shall provide Parent with information about actual and expected “employment with Buyer after Closing and before losses” (within the date meaning of the transfer of such assets. With respect WARN Act) which may occur in the ninety (90) days prior to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsClosing.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of (a) From the date of Closing. IP and Xxxxx shall agree in this Agreement until the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 earlier of the Illinois Public Utilities Act termination of this Agreement pursuant to be offered Section 8.1 or the Effective Time, Target will use commercially reasonable efforts in consultation with Acquiror to retain the Key Employees through the Effective Time and following the Merger. (b) All employees of Clinton Target or its Subsidiaries who will (i) be terminated by Target immediately prior to and following Closing. IP the Effective Time, conditioned on the Closing (the “Terminating Employees”), (ii) have their employment transferred to or continued with SpinCo or a SpinCo Subsidiary pursuant to the Asset Transfer Agreement (the “Transferred Employees”), or (iii) remain or continue as employees of Acquiror, Target or their respective Subsidiaries immediately after the Effective Time (the “Continuing Employees”), including identification of employees who will continue on a transitional basis (the “Transition Employees”), will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred provided to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As Acquiror as soon as practicable following the Closingdate hereof. Target shall deliver to all Terminating Employees, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets extent required by Applicable Law, all earned but unpaid wages and bonuses, and accrued but unused vacation, sick leave and PTO or other benefits, in each case, earned, accrued or mandated for payment under Applicable Law through the Closing Date (including“Accrued Employee Liabilities”), but which, together with all unpaid Accrued Employee Liabilities related to the Transferred Employees which are payable by Target, shall be treated as a Target Transaction Expense hereunder. Target shall identify the Accrued Employee Liabilities in writing to Acquiror prior to the Closing Date. Prior to and as a condition of any U.S. Terminating Employee receiving or becoming eligible to receive any severance payment or other similar benefits or compensation due to his or her termination of employment with Target and its Subsidiaries, such U.S. Terminating Employee will be required to execute (and not limited torevoke, promissory notes evidencing loans from IP's corresponding defined contribution plans if applicable) and return a general release and waiver of claims in favor of Target, Acquiror, the Surviving Corporation and each of their Affiliates (“Waiver”). (c) Any and all unpaid severance pay or other Change of Control Liabilities and other benefits payable pursuant to transferred employees Section 6.9(b) hereof that are outstanding payable by Target, other than as a result of action of or on behalf of Acquiror or its Subsidiaries relating to the Continuing Employees after the Closing (collectively, the “Severance Costs”) shall be identified in writing to Acquiror prior to the Closing Date and shall be treated as a Target Transaction Expense hereunder. (d) Except as set forth in Section 6.9(d) of the transfer dateTarget Disclosure Schedule, effective no later than the day immediately preceding the Closing Date for any 401(k) representing Plan and immediately prior to the account balances of all transferred employees. This transfer will be done in the most practical Effective Time with respect to any Target Employee Plan that is not a 401(k) Plan, and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after contingent upon the Closing, Seller and subject to local law, Target and any ERISA Affiliate shall cause approve all necessary corporate action to be transferred from Seller's pension terminate, and welfare with respect to any Target Employee Plan that is not a 401(k) Plan shall use reasonable best efforts to take any other appropriate actions to effectuate the termination of, all Target Employee Plans, whether or not an ERISA benefit plans plan, program or arrangement, including any Target Employee Plans intended to Buyer or include a Code Section 401(k) arrangement (each a “401(k) Plan”) such that Target and its affiliates an amount ERISA Affiliates shall have no continuing liability thereunder (the "Benefit Assets Transfer Amount") equal including liabilities relating to services performed prior to the total Closing) (unless Acquiror provides written notice to Target that any such Target Employee Plans shall not be terminated, which written notice shall be provided at least five (5) Business Days prior to the Closing or such other time period that the parties may mutually and reasonably agree). Target shall provide Acquiror with evidence that such Target Employee Plan(s) has been terminated (effective no later than the day immediately preceding the Closing Date for any 401(k)Plan and no later than immediately prior to the Effective Time with respect to any Target Employee Plan that is not a 401(k) Plan) pursuant to resolutions of the Board of Directors or any applicable committee thereof. The form and substance of such resolutions shall be subject to reasonable review and approval by Acquiror. Target also shall take such other actions in furtherance of terminating such plans as Acquiror may reasonably require. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then Target shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Acquiror no later than fifteen (15) calendar days prior to the Closing Date. (e) Acquiror agrees that, subject to Applicable Law, it shall, or cause an Acquiror subsidiary (including without limitation the Surviving Corporation) to, provide all employees listed on Section 6.9(b) of the Target Disclosure Schedule who (i) an amount have not terminated their employment with Target or its Subsidiaries prior to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesEffective Time, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical are not Transferred Employees and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) are Continuing Employees, the ability to participate in the retirement, health, vacation and other non-equity based employee benefit plans of Acquiror that are generally made available by Acquiror to similarly situated employees of Acquiror, subject to the terms and conditions of each such plan (other than with respect to equity-based benefits) (the “Acquiror Benefit Plans”) and/or continue, in the discretion of Acquiror, participation in Target Employee Plans. No later than six (6) months following the Effective Time, Acquiror shall offer cash retention bonuses totaling no less than $4,000,000, to certain of the Continuing Employees and in individual amounts determined by the Acquiror in its sole discretion. Such retention bonuses shall be paid over a period of two years beginning at the Effective Time based solely on continued employment. Acquiror will review with Target the retention amounts that it has allocated to certain of the Continuing Employees prior to Closing to the extent that such allocations have been made. For the avoidance of doubt, nothing in this Section 6.9(e) shall require Acquiror to adopt any payment made to retention policy, plan, arrangement or in respect of any transferred employee who retires or otherwise terminates program. (f) To the extent that Acquiror provides the Continuing Employees compensation and benefits through the Acquiror Benefit Plans, Acquiror shall provide credit for service accrued by the Continuing Employees (and their eligible dependents) for employment with Buyer after Closing Target and before its subsidiaries (and their predecessors) prior to the date Effective Time for purposes of the transfer of such assets. With eligibility and vesting (but not with respect to the preceding sentence, a dollar for dollar adjustment accrual of any benefits or to the purchase price extent necessary to prevent duplication of benefits). Effective as of, and following, the Closing, to the extent permitted or required by Applicable Law, Acquiror will use commercially reasonable efforts to cause any Acquiror Benefit Plan in which any Continuing Employee participates that is a group health plan (collectively, “Acquiror Welfare Plans”) to (i) waive all limitations as to preexisting conditions, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and eligible dependents) but only to the extent that such limitations did not apply or were satisfied under the group health plan maintained by Target prior to the Closing, and (ii) honor any payments, charges and expenses of such Continuing Employees (and eligible dependents) that were applied toward the deductible and out-of-pocket maximums for the calendar year in which the Closing occurs under the corresponding Target Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Acquiror Welfare Plan during the calendar year in which the Closing occurs. (g) Any and all (i) unpaid Accrued Employee Liabilities related to the Continuing Employees, other than vacation, sick leave and PTO, and (ii) unpaid payments under the Key Employee Retention Plan related to the Continuing Employees and severance payable to Transition Employees shall be made identified in writing to Acquiror prior to the Closing Date and shall be treated as a Target Transaction Expense hereunder. (h) Within ten (10) Business Days following the Closing Date, as an inducement to their employment with Acquiror, Continuing Employees will be awarded Acquiror RSUs in individual amounts determined by the Acquiror in its sole discretion, subject to all of the terms and conditions set forth therein, by the compensation committee of Acquiror’s board of directors. For the avoidance of any doubt, the total number of Acquiror RSUs allocated shall represent an aggregate of 1,000,000 shares of Acquiror Stock and shall be proportionally adjusted for any change in the event capitalization (including without limitation any stock split or reverse stock split) of Acquiror that occurs prior to the grant date of such Acquiror RSUs. Such Acquiror RSUs will be subject to all of the terms and conditions set forth in the recipient’s offer letter or employment agreement with Acquiror and a standard form restricted stock unit agreement to be entered into between each recipient and Acquiror, as may be modified to reflect the recipient’s offer letter or employment agreement not inconsistent with the terms of the Agreement. The vesting conditions shall be based solely on continued employment. (i) Nothing in this Section 6.9 or elsewhere in this Agreement shall constitute an amendment to, or be construed as amending, modifying or terminating any benefit plan, program, arrangement or agreement, or be construed to create a right in any employee of Target or Acquiror to employment with Acquiror, the Surviving Corporation, Target or any other Subsidiary or ERISA Affiliate of Acquiror or Target and, subject to any other binding written agreement between an employee and Acquiror, the employment of each U.S. Continuing Employee shall be “at will” employment. Notwithstanding anything in this Agreement to the contrary, no Continuing Employee or other employee of the Target or any of its Subsidiaries, or any beneficiary or dependent thereof, will be deemed to be a third-party beneficiary of this Section 6.9 or any other provision of this Agreement. (j) Notwithstanding the foregoing, Acquiror agrees and acknowledges that Acquiror shall be responsible for providing notices and making available the group health care continuation coverage under COBRA (and any state law equivalent) for (i) all of the Continuing Employees and former Continuing Employees (and their respective covered dependents), whose qualifying events (as defined in Code Section 4980B) occur on or after the Effective Time; and (ii) any other employee of Target or an ERISA Affiliates or former employee of Target or its ERISA Affiliates (and their respective eligible covered dependents for whom Acquiror is required to offer or otherwise provide group health continuation under COBRA or any state law equivalent and the parties agree that for this purpose, the parties intend that SpinCo is not deemed to be the “selling group” for purposes of Treasury regulation Section 54.4980B-9; provided that, the Target shall provide Acquiror with the records necessary to identify and administer such responsibilities. (k) Acquiror and SpinCo shall cooperate in all respects to insure that their actions do not trigger obligations under WARN or any similar state or local law. At the Closing, Target shall provide Acquiror with a complete list, by employee name, date and location, of all U.S. employees of Target or its Subsidiaries who have suffered an “Employment Loss,” as such term is defined in WARN in the ninety (90)-day period preceding the Closing (including the Terminating Employees) which shall not number greater than forty (40) at any “Single Site of Employment” (as such term is defined in WARN ), unless WARN notices have been provided to such employees in compliance with applicable law results WARN or any similar state or local law). During the ninety (90)-day period following the Closing, Acquiror and SpinCo shall provide each other with notice (including employee ID, date and location) of the termination of any U.S. employees of Acquiror, SpinCo, Target or its Subsidiaries, as the case may be, under circumstances that might constitute an Employment Loss. Acquiror and SpinCo agree to work together in good faith in the actual ninety (90)-day period following the Closing to minimize the likelihood that WARN is triggered. Nothing in this Section 6.9(k) shall be deemed to obligate any acquiror of SpinCo or a buyer of SpinCo’s assets transferred to Buyer being different than comply with SpinCo’s obligations under this section. (l) Acquiror and Target agree that any liability incurred as a result of triggering WARN in connection with the assets that would have been transferred if transactions contemplated by this Agreement shall be borne by Acquiror and the asset calculation were undertaken using mutually approved long-term actuarial assumptionsIndemnifying Parties pro rata based on the following: As to Acquiror, includingthe sum of the number of Continuing Employees in the Sunnyvale, but CA location who are not limited toTransition Employees, long-term trust earningsand 50% of the Transition Employees in the Sunnyvale, CA location, divided by the total number of Continuing Employees, Terminated Employees and Transferred Employees, in each case, in the Sunnyvale, CA location (the “Total WARN Employee Base”), and as to the Indemnifying Parties, the sum of the number of Transferred Employees in the Sunnyvale, CA location, Terminating Employees in the Sunnyvale, CA location, and 50% of the Transition Employees in the Sunnyvale, CA location, divided by the Total WARN Employee Base, in each case as measured under WARN (the “WARN Pro Rata Liability”). (m) Target and Acquiror shall use reasonable best efforts to give any notices required by law and take whatever other actions with respect to the plans, programs, arrangements and policies described in this Section 6.9 as may be reasonably appropriate or necessary to carry out the arrangements described in this Section 6.9. (n) Between the date hereof and the Closing Date, Target and Acquiror shall provide each other with such plan documents and descriptions, employee data or other information shall otherwise cooperate with each other as may be reasonably required to carry out the intent of the arrangements described in this Section 6.9, subject to Applicable Law, including data privacy rules. In addition, between the date hereof and the Closing Date, (i) Target shall not, and shall not cause its subsidiaries and controlled Affiliates to (without obtaining the prior written consent of Acquiror), directly or indirectly, solicit for employment or hire any of the Continuing Employees, or in any way intentionally interfere with Acquiror’s offer and hiring process with respect to the Continuing Employees, and (ii) Target shall use reasonable good faith efforts to assist Acquiror (as and to the extent reasonably requested by Acquiror) in effectuating the acceptance by the Continuing Employees of Acquiror’s offer of employment to them.

Employees. As (a) Until 90 days following the Effective Time, ATC shall not and shall cause the Surviving Company not to terminate the employment of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx any employee who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement was employed by IP and Buyer as SpectraSite immediately prior to the particular individuals involvedEffective Time (each a "COVERED EMPLOYEE") and shall provide each such Covered Employee with the same or better total compensation package (excluding equity based compensation) as that in effect for each such Covered Employee immediately prior to the Effective Time; PROVIDED, HOWEVER, that this Section 5.22(a) shall not (i) apply to offer positions Messrs. Clark, Biltz and Slaven or (ii) prevent ATC or the Surviving Company xxxx texxxxxting xxx Xxvered Employee for "cause" (as such term is defined in the SpectraSite Executive Severance Plan B). (b) Without in any way limiting Section 5.22(a), for a period of one year following the Effective Time, ATC shall or shall cause the Surviving Company to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other maintain in effect compensation, employee benefit plans and arrangements for Xxxxxxx employees which will provide compensation and benefits (excluding equity based compensation) to the Covered Employees that remain employed by the Surviving Company which have a value substantially similar comparable, in the aggregate, to the compensation and benefits provided by the SpectraSite Benefit Plans as in effect on the date hereof to such employees retained by Buyer Covered Employees. (c) For purposes of determining eligibility to participate in, and non-forfeitable rights under, any employee benefit plan or arrangement of ATC or the Surviving Company, Covered Employees shall receive service credit for service with SpectraSite (and with any predecessor or acquired entities or any other entities for SpectraSite granted service credit) as if such employees would receive service had been completed with ATC. (d) To the extent applicable, ATC shall or shall cause the Surviving Company to waive or cause its insurance carriers to waive any pre-existing condition limitation on participation and coverage applicable to any Covered Employee or any of his or her covered dependents under IP's plans any ATC or Surviving Company health or welfare plan (a "NEW PLAN") in which such Covered Employee or covered dependent shall become eligible to participate after the Effective Time to the extent such Covered Employee or covered dependent was no longer subject to such pre-existing condition limitation under the corresponding SpectraSite Benefit Plan in which such Covered Employee or such covered dependent was participating immediately before he or she became eligible to participate in the New Plan. ATC shall or shall cause the Surviving Company to provide each Covered Employee with credit for any co-payments and programs deductibles paid prior to the Effective Time and during the calendar year in effect which the Effective Time occurs under any SpectraSite Benefit Plan in satisfying any applicable co-payment and deductible requirements for such calendar year under any New Plan in which such Covered Employee participates after the Effective Time. (e) ATC shall or shall cause the Surviving Company to recognize any unused paid time off and sick leave hours available to each Covered Employee as of the date Effective Time under SpectraSite's paid time off policy applicable to such Covered Employee and to recognize service by each Covered Employee with SpectraSite for purposes of Closing. IP determining eligibility for vacation and Xxxxx sick leave following the Effective Time under the applicable vacation and sick leave policies of ATC or the Surviving Company. (f) ATC shall agree in or shall cause the Definitive Agreement Surviving Company to develop a transition plan assume and honor in accordance with Sections 16-128 their terms all severance and termination plans and agreements (including change in control provisions) applicable to Covered Employees set forth in Section 3.14 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding SpectraSite Disclosure Letter. (g) Without limiting the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions scope of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing8.1, IP will transfer nothing in this Section 5.22 shall confer any rights or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect remedies of any transferred employee who retires kind or otherwise terminates employment with Buyer after Closing description upon any Covered Employee or any other person other than SpectraSite and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsATC and their respective successors and assigns.

Employees. As (a) Effective as of 11:59 p.m. on the day immediately before the Closing Date, the Seller shall have terminated the employment of each of the Business Employees. The Seller shall retain, pay, satisfy and discharge all liabilities to the Business Employees including (without limitation), prior to the Closing, Buyer will employ consistent with its business needs paying to each of the IP Business Employees all benefits, including severance, vacation, paid time off, and COBRA benefits, to which such Business Employees are entitled pursuant to their employment by, or termination from, the Seller, and shall pay to the Business Employees an aggregate amount of no less than $150,000 in respect of the Seller’s profit sharing plan. Except as agreed to by Seller, Purchaser shall make offers of employment to all of the Business Employees (such employees then working at Xxxxxxx who accept the terms and those fully dedicated to Xxxxxxx conditions of such offer and who are employed by Purchaser are hereinafter referred to as “Hired Employees”) Nothing herein, expressed or implied, will confer upon any Business Employee or any former employee of Seller any rights or remedies (including any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement. The provisions of this Section 5.2 are not intended to be for the benefit of or otherwise be enforceable by, any Business Employee or other third party or to be treated as an amendment to any employee benefit plan. (b) Purchaser shall pay the Hired Employees the same salary and wage rates they were earning immediately prior to the Effective Time immediately after the Closing. The Hired Employees shall be covered by Purchaser’s standard benefit plans, programs, policies, and procedures beginning on Xxxxxxx'x budget January 1, 2013, except for participation in the Purchaser’s 401(k) plan, which shall begin at the Effective Time. The Seller shall adopt plan amendments (subject to reasonable advance review by Purchaser) and payroll take such other actions as are required to continue its Health Reimbursement Arrangement plan (the “HRA Plan”) and Buyer Flexible Benefits Plan (the “Flex Plan”) as active plans through December 31, 2012, under which the Hired Employees shall continue to accrue and receive benefits as if the Hired Employees remained employed by the Seller through December 31, 2012. The HRA Plan and the Flex Plan shall provide for reimbursement for eligible expenses incurred during the 2012 calendar year that are submitted by March 31, 2013 by the Hired Employees. The Seller will provide COBRA notices and elections to all qualified beneficiaries due to loss of coverage under the HRA Plan and the Flex Plan (which would not include Hired Employees who remain employed with the Purchaser past December 31, 2012) and continue to maintain the HRA Plan and the Flex Plan through December 31, 2012, to provide COBRA coverage to the extent required by law. The Purchaser shall reimburse the Seller for all benefits accruing and/or paid under the HRA Plan with respect to the Hired Employees through December 31, 2012, but in no event in excess of an aggregate of $44,000. The Purchaser shall deduct from the paychecks of Hired Employees a pro rata portion of their elected contribution to the Flex Plan and shall transfer such amounts to the Seller through December 31, 2012. The Purchaser shall have no responsibility or Liability for COBRA notices or coverage relating to the HRA Plan or the Flex Plan and Seller shall indemnify and hold the Purchaser harmless from and against any and all damages, Liabilities, claims or expenses incurred by the Purchaser as a result of or otherwise arising out of the failure of Seller to comply with the requirements of COBRA. Hired Employees shall be given credit under all of the opportunityPurchaser’s benefit plans, subject to agreement by IP programs, and Buyer as to policies for all years of service with the particular individuals involvedSeller for purposes of eligibility, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension vesting, benefit accrual, and other employee benefit plans benefits under such plans, programs and arrangements for Xxxxxxx employees which will provide substantially similar benefits policies. Except as provided herein, the Hired Employees shall become immediately eligible under such plans, programs and policies, with no waiting period and no pre-existing condition exclusions or limitations. The Hired Employees may elect to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of take paid time off immediately after the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan Effective Time in accordance with Sections 16-128 of the Illinois Public Utilities Act Purchaser’s PTO plan, which allows Employees to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings“go negative.”

Employees. As Within thirty (30) days following the Closing Date, (A) Buyer or an Affiliate of Buyer shall offer employment to each employee of Seller who is principally employed in Seller’s Business (collectively, the Closing“Seller Employees”), Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx provided, however, that such employee (i) is listed on Schedule 1.5 attached hereto, and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity(ii) if required by Buyer, subject to agreement by IP and Buyer as agrees to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as release of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its his or her employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans files to Buyer or its affiliates an amount Affiliate prior to hiring of such Seller Employee (and agrees to performance of any reasonable background checks, if required by Buyer), and (B) Seller covenants and agrees to terminate the "Benefit Assets Transfer Amount") equal employment of the Seller Employees who accept Buyer’s or its Affiliate’s offer of employment, and to reasonably cooperate with Buyer in the transition of such Seller Employees to Buyer or its Affiliate. Those Seller Employees who accept Buyer’s or its Affiliate’s offer of employment shall be designated on Schedule 1.5 as “Transferring Employees” and referred to hereinafter as such. Except as otherwise provided in this Section 1.5, Seller acknowledges and agrees that, as between the parties, it is responsible for paying to the total Transferring Employees all compensation and benefits accrued up to the date that such Transferring Employee accepts an offer of employment with Buyer or its Affiliate (each such date, a “Transfer Date”), including without limitation PTO, provided, however, that Buyer shall pay the compensation and benefits (including without limitation PTO) for each Transferring Employee for the period beginning on the Closing Date and ending on the earlier to occur of (i) the date such Transferring Employee accepts an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesoffer of employment with Buyer, and (ii) an amount immediately after the second payroll after Closing with respect to such Transferring Employee. Buyer shall pay the 2008 bonus for each employee that is designated on Schedule 1.5 as a Transferring Employee’s once such amounts are determined (which bonuses shall be mutually agreed upon by calculated in accordance with the parties existing criteria for each bonus, which criteria have been provided to the Buyer); provided, however, Seller shall reimburse Buyer for that portion of each Transferring Employee’s bonus earned through the Closing Date which reimbursed amounts shall be equal to the value amount of retiree medical and life insurance benefits for each transferred employee accrued through such bonus paid by Buyer multiplied by the date immediately preceding Closing, less quotient of (iiix) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date amount of the transfer Sales revenue generated by the Business for the period beginning on January 1, 2008 and ending on the Closing Date divided by (y) the amount of such assetsthe Sales revenue generated by the Business for the fiscal year ended December 31, 2008, and which reimbursed amounts Buyer shall offset, as these amounts are paid by Buyer to the Transferring Employees, at its election against amounts owed to Seller pursuant to the Notes or the Earnout Amount. With respect to each Transferring Employee, the preceding sentenceparties agree that Seller shall transfer and Buyer shall assume up to eighty (80) hours of PTO per employee which has accrued through the Closing Date (the “Assumed PTO”), a dollar for dollar adjustment and the payment obligations of Buyer pursuant to the purchase price Notes or the Earnout Amount shall be made reduced by the aggregate value of such Assumed PTO. Any PTO in excess of Assumed PTO shall be paid by Seller to each Transferring Employee in the next Seller payroll disbursed, whether at or following the applicable Transfer Date for each such Transferring Employee, but in any event no more than fourteen (14) business days following the applicable Transfer Date. Schedule 1.5 sets forth with respect to each of the Seller Employees such person’s position, date of hire, current salary, bonus range/potential, accrued PTO through the Closing Date, and amount of any other accrued benefits to which such person may be entitled or for which such person has made either written or oral claim to Seller. Seller shall provide an updated Schedule 1.5 at Closing, which schedule shall be updated each time a Transferring Employee officially commences employment with Buyer or its Affiliate. All Transferring Employees shall be employees at will, subject to Buyer’s or its Affiliate’s employment policies; provided, however, that compliance Buyer shall provide all Transferring Employees with applicable law results health/dental and other similar benefits that are substantively equivalent to (or greater than) the benefits offered to such Transferring Employees by Seller. Nothing herein shall obligate Buyer or an Affiliate of 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. Seller shall retain all liabilities with respect to any and all Seller Employees who are not Transferring Employees. Buyer shall not terminate Rxxx Xxxx’x employment with Buyer without “cause” (as defined in the actual assets transferred Zxxx Employment Agreement) for a period of at least eighteen (18) months following the Closing Date. Buyer agrees unconditionally to Buyer being different than indemnify, defend and hold Seller and Shareholders harmless, on demand, from and against any and all Losses of every kind, nature or description which arise out of or result from or as a consequence of any claims of any nature brought by any Transferring Employees against Seller on and following the assets that would have been transferred if Closing Date through the asset calculation were undertaken using mutually approved long-term actuarial assumptions, includingapplicable Transfer Date of such Transferring Employee (the “Transition Period”) which claim relates to such Transition Period except for those Losses arising out of the acts or omissions of Seller. The indemnification obligations set forth in this Section 1.5 shall be subject to the terms and provisions of Article IX hereof, but shall not limited to, long-term trust earnings.be subject to any of the limitations set forth in Section 9.5 . 4416103v.8

Employees. As (a) With respect to employees of the Company or the Subsidiaries as of the Closing who continue employment with the Company or the Subsidiaries immediately following the Closing (the “Retained Employees”), during the period commencing at the Closing Date and ending on the date which is one year following the Closing Date (or, if earlier, the date of the Retained Employee’s termination of employment with the Company or a Subsidiary), the Purchaser shall and shall cause the Company or the Subsidiaries to provide each Retained Employee with (i) at least the same annual base salary compensation or hourly wage rate as provided by the Company or the Subsidiary, as applicable, immediately prior to the Closing, Buyer will employ consistent with its business needs (ii) overall target earnings opportunities that are substantially similar in the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as aggregate to the particular individuals involvedoverall target earnings opportunities provided by the Company or the Subsidiary immediately prior to the Closing, (iii) retirement and welfare benefits that are substantially similar in the aggregate to offer positions those provided by the Company or the Subsidiary immediately prior to IP headquarters staff whose job responsibility the Closing, including eligibility to participate in a tax qualified defined contribution plan that is substantially similar to provide support any such plan of the Company or the Subsidiary that the Retained Employee is eligible to participate in immediately prior to the Closing, and (iv) severance benefits that are substantially similar in the aggregate to the severance benefits, if any, in effect for Xxxxxxx. Buyer will recognize such Retained Employee immediately prior to the unions which currently represent employees at Clinton and will adopt pension and other Closing. (b) Under the employee benefit plans plans, programs and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained established or maintained by Buyer as such employees would receive under IP's plans the Purchaser and programs in effect as of the date of Closing. IP its subsidiaries and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveAffiliates, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable including following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code Company and the Employee Retirement Income Security Act. As soon as practicable Subsidiaries, in which the Retained Employees are eligible to participate after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount each Retained Employee shall be credited for purposes of eligibility to be mutually agreed upon by participate, vesting (other than vesting of future equity awards that are not granted as of the parties based upon Closing), future vacation benefit accrual and eligibility to receive benefits, for full or partial years of service with the projected costs Company or any Subsidiary to cover pension the same extent and for the same purpose credited under the corresponding Employee Plan, provided that such crediting of service shall not apply to benefit obligations owing accrual under any defined benefit plan or operate to Seller's transferred employees, duplicate any compensation or benefit or the funding of any benefit; (ii) an amount the Purchaser shall, and shall cause its subsidiaries and Affiliates, including following the Closing, the Company and the Subsidiaries to, waive all limitations as to be mutually agreed upon by the parties equal preexisting conditions, actively-at-work requirements, exclusions and waiting periods with respect to participation and coverage requirements applicable to the value of retiree medical Retained Employees and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less their covered dependents; and (iii) the Purchaser shall, and shall cause its subsidiaries and Affiliates, including following the Closing, the Company and the Subsidiaries to, provide credit under any payment made such welfare plan for any co-payments, deductibles, co-insurance and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs. (c) This Section 6.8 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 6.8, express or in respect implied, shall confer upon any employee, or any legal representative or beneficiary thereof, or any other Person any rights or remedies, including any third-party beneficiary rights or any right to employment or continued employment for any specified period, or compensation or benefits of any transferred employee who retires nature or otherwise terminates employment with Buyer after Closing and before kind whatsoever under this Agreement. Nothing in this Section 6.8, express or implied, shall be deemed an establishment, modification, termination or amendment of any Employee Plan or any other plan, program, contract, policy, agreement or arrangement providing benefits or compensation or shall limit the date ability of the transfer Purchaser or any of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, its Affiliates (including, but not limited tofollowing the Closing, long-term trust earningsthe Company and the Subsidiaries) from amending, modifying or terminating any benefit or compensation plan, program, contract, policy, agreement or arrangement at any time assumed, maintained, sponsored or established by any of them.

Employees. As of Prior to and contingent upon the Closing, Buyer will employ consistent with its business needs (or an Affiliate of Buyer) shall make offers of employment commencing on the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for XxxxxxxClosing Date. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan offer employment in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of this Section 16-128 5.6 to each of the Illinois Public Utilities ActStation Employees (provided such Station Employee is employed as an active employee as of such date) (such Station Employees who accept employment with Buyer, the “Hired Employees”, and the date that such Hired Employee commences employment with Buyer, the “Transfer Date”), on terms and conditions that are substantially similar in the aggregate to those offered by Seller on the date of this Agreement. As soon Buyer’s offer of employment to each Station Employee who is not actively employed as practicable following of Closing Date (the Closing, IP will transfer or cause “Inactive Employees”) shall be made promptly when such Inactive Employee is eligible to be transferred return to defined contribution plans established and/or already maintained by active service pursuant to Law (the date that such Inactive Employee commences employment with the Buyer and thereby becomes a Hired Employee, if any, shall be such employee’s Transfer Date). (a) Each Hired Employee shall be employed by Buyer on an amount equal at will basis and nothing shall prohibit Buyer from terminating the employment of any such Hired Employees at any time after the effective date of their employment with Buyer or changing any of the terms and conditions of employment related to such Hired Employees at any time, except for such changes that are inconsistent with Buyer’s obligations as set forth in this Section 5.6, provided that Buyer shall pay severance to each Hired Employee who is terminated by Buyer in accordance with Buyer’s severance policies for similarly situated employees with service credit granted to each Hired Employee for each such employee’s full tenure with the applicable Station. (b) Buyer shall permit Hired Employees (and their spouses and dependents) to participate in its “employee welfare benefit plans” (including without limitation health insurance plans) and “employee pension benefit plans” (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees of Buyer are generally eligible to participate, with coverage effective immediately on the applicable effective date of their employment with Buyer (and without exclusion from coverage on account of any pre-existing condition under a group health plan except to the assets extent such persons were subject to such pre-existing condition limitations under Seller’s group health plan). Buyer shall ensure that Hired Employees’ service with Seller (includingand any predecessors of Seller) is deemed as service with Buyer for purposes of eligibility, waiting periods, vesting periods and benefit accrual based on length of service, and calculation of vacation and severance benefits, if applicable, and that Hired Employees receive credit for deductible expenses incurred prior to the employment by Buyer. (c) From and after the applicable effective date of their employment with Buyer, Buyer shall permit each Hired Employee who participates in Seller’s 401(k) plan to elect to make direct rollovers of their account balances into Buyer’s 401(k) plan, including any employee loan balances, subject to compliance with applicable law and subject to the reasonable requirements of Buyer’s 401(k) plan. (d) Each Hired Employee will be credited (i) under Buyer’s sick leave policy with the amount of sick leave accrued by such Hired Employee but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding unused as of the transfer dateTransfer Date; and (ii) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance under Buyer’s vacation leave policy with the Internal Revenue Code and amount of vacation time accrued by such Hired Employee but unused as of the Transfer Date. For avoidance of doubt, no Hired Employee Retirement Income Security Act. As soon as practicable after will receive any sick or vacation leave credit in excess of the Closing, amount set forth in Buyer’s policies for similarly situated employees. (e) Buyer shall not be responsible for any compensation or other benefits due from Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer any Hired Employees on or its affiliates an amount (the "Benefit Assets Transfer Amount") equal prior to the total Transfer Date. Buyer shall not be responsible for any Liabilities, whenever arising, with respect to any employees of Seller who do not become Hired Employees. (f) The parties expressly acknowledge and agree that nothing contained in this Section 5.6 or any other provision of this Agreement, shall (i) an amount be construed to be mutually agreed upon by the parties based upon the projected costs to cover pension establish, amend, or modify any benefit obligations owing to Seller's transferred employeesor compensation plan, program, agreement, Contract, policy or arrangement of Seller or Buyer, (ii) an amount limit the ability of Buyer or any of its Affiliates to be mutually agreed upon amend, modify or terminate any benefit or compensation plan, program, agreement, Contract, policy or arrangement at any time assumed, established, sponsored or maintained by the parties equal to the value any of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closingthem, less (iii) create any payment made third-party beneficiary rights or obligations in any Person (including any Station Employee or Hired Employee) other than the parties to this Agreement or in respect create a Contract between Buyer, Seller, or any of their respective Affiliates on the one hand and any employee of Seller on the other hand, and no employee of Seller may rely on this Agreement as the basis for any breach of Contract claim against Buyer or Seller, (iv) be deemed or construed to require Buyer or any of its Affiliates to continue to employ any particular employee of Seller for any period after the applicable Closing Date, or (v) be deemed or construed to limit Buyer’s or any of its Affiliates’ right to terminate the employment of any transferred employee who retires Hired Employee during any period on or otherwise terminates after the applicable effective date of their employment with Buyer after Closing and before the date or confer on any Person any right to employment or continued employment or to a particular term or condition of the transfer employment with Buyer or any of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsits Affiliates.

Employees. As (a) Subject to the final sentence of Section 6.5(b), at the Effective Time, Acquiror shall offer to provide all persons who were, immediately prior to the Effective Time, employees of Target or any of its Subsidiaries (“Target Employees”) with “at will” employment at substantially the same level of responsibility and at substantially the same level of salary and other benefits as such Target Employees have immediately prior to the Closing. (b) Acquiror shall enroll all Target Employees in the Acquiror plans, programs, policies, practices, contracts, agreements or other arrangements providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits or other benefits, whether written or unwritten, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA (the “Acquiror Employee Plans”), to the extent applicable, which are provided to similarly situated employees of Acquiror based on levels of responsibility, using commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Acquiror or its affiliates to be waived with respect to Target Employees and their eligible dependents, giving each Target Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made, and giving such Target Employees service credit for their employment with Target for eligibility and vesting purposes (but not for benefit accrual) under any such applicable Acquiror Employee Plan, as if such service had been performed with Acquiror. Until the effective date of the Closingenrollment of the Target Employees in a particular Acquiror Employee Plan, Buyer will employ consistent with Acquiror shall continue in effect without amendment or reduction in benefits the existing Target Employee Plan covering the same or similar benefits as would be covered by such Acquiror Employee Plan. Nothing in this Section 6.5 is intended to prevent Acquiror from terminating any of its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect a manner that does not affect the vested or other pre-existing rights of any Target Employee. (c) Effective as of the date of Closingday immediately preceding the Closing Date, Target and any ERISA Affiliate, shall have terminated any and all Target Employee Plans intended to include a Code Section 401(k) arrangement (each a “Target 401(k) Plan” and collectively, the “Target 401(k) Plans”) (unless Acquiror shall have provided written notice to Target that such Target 401(k) Plans shall not be terminated). IP and Xxxxx shall agree in the Definitive Agreement Unless Acquiror provides such written notice to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton Target, no later than five (5) business days prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed byClosing Date, Target shall have provided Acquiror with evidence that such Target 401(k) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully Plans have been terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding effective as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date day immediately preceding Closing, less (iiithe Closing Date) any payment made pursuant to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date resolutions of the transfer Board of Directors of Target. The form and substance of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price resolutions shall be made subject to review and approval of Acquiror. Target also shall take such other actions in furtherance of terminating such Target 401(k) Plans as Acquiror may reasonably require. In the event that compliance termination of a Target 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then Target shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Acquiror no later than ten (10) calendar days prior to the Closing Date. (d) Effective as of the day immediately preceding the Closing Date, Target and any ERISA Affiliate, shall have terminated the Interfacial Dynamics Corporation Profit Sharing Plan (the “IDC Profit Sharing Plan”) (unless Acquiror shall have provided written notice to Target that such IDC Profit Sharing Plan shall not be terminated) and shall have either, caused to be made any final contributions owed under the IDC Profit Sharing Plan as of such date of termination, or reflected such amounts on the Closing Balance Sheet. Unless Acquiror provides such written notice to Target, no later than five (5) business days prior to the Closing Date, Target shall have provided Acquiror with applicable law results in the actual assets transferred to Buyer being different than the assets evidence that would such IDC Profit Sharing Plan shall have been transferred if terminated (effective as of the asset calculation were undertaken using mutually approved long-term actuarial assumptionsday immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of Target. The form and substance of such resolutions shall be subject to review and approval of Acquiror. Target also shall take such other actions in furtherance of terminating the IDC Profit Sharing Plan as Acquiror may reasonably require. In the event that termination of the IDC Profit Sharing Plan would reasonably be anticipated to trigger liquidation charges, includingsurrender charges or other fees then Target shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Acquiror no later than ten (10) calendar days prior to the Closing Date. (e) Effective as of the day immediately preceding the Closing Date, but Target and any ERISA Affiliate, shall have taken, after consultation with Acquiror’s legal counsel, the appropriate actions necessary to properly begin the termination process for the Interfacial Dynamics Corporation Money Purchase Pension Plan (the “IDC MPP”) and shall have provided, or provide as of the Closing Date, the required notices under Section 204(h) of ERISA to participants of the IDC MPP (unless Acquiror shall have provided written notice to Target that such IDC MPP shall not limited tobe terminated). Unless Acquiror provides such written notice to Target, long-term trust earningsno later than five (5) business days prior to the Closing Date, Target shall have provided Acquiror with evidence that such IDC MPP has begun the process of termination and that the required 204(h) notices under ERISA have been, or will be provided (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of Target. The form and substance of such resolutions shall be subject to review and approval of Acquiror. Target also shall take such other actions in furtherance of terminating such IDC MPP as Acquiror may reasonably require. Target shall also have either, caused to be made any final contributions owed under the IDC MPP as of such date of termination, or reflected such amounts on the Closing Balance Sheet. In the event that termination of the IDC MPP would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then Target shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Acquiror no later than ten (10) calendar days prior to the Closing Date.

Employees. As a. Geneva shall make available to Mannesmann the services of certain of Geneva's employees (the "Employees"). The number and identity of the ClosingEmployees, Buyer will employ consistent with its business needs and the IP employees then working at Xxxxxxx terms and those fully dedicated conditions of such employment, shall be mutually acceptable to Xxxxxxx who are on Xxxxxxx'x budget Geneva and payroll and Buyer will be given Mannesmann, including the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as replacement or removal of the date Employees by Mannesmann during the term of Closingthis Agreement. IP The Employees shall assist Mannesmann in its marketing, sales, servicing and Xxxxx shall agree invoicing of Product to customers of Mannesmann in the Definitive Agreement Territory pursuant to develop a transition plan this Agreement; provided, that any such Employees that have historically been involved in accordance with Sections 16-128 the sale of the Illinois Public Utilities Act to pipe products may be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) excluded by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with Geneva from the provisions of this Agreement in the event Geneva exercises its right to exclude pipe products from the definition of "Products" pursuant to Section 16-128 of 1 hereof. Mannesmann shall reimburse Geneva on demand for the Illinois Public Utilities Actsalary, payroll burden and benefits (except as otherwise specified in Sections 3.3(b) and 3.3(c)) incurred by Geneva in connection with the Employees. As soon as practicable following the Closing, IP will transfer or cause to Mannesmann shall be transferred to defined contribution plans established and/or already maintained solely responsible for any expenses incurred by the Buyer an amount equal Employees related to such assistance and shall ensure that the Employees comply with Mannesmann's expense reimbursement guidelines with respect thereto. b. Geneva shall continue to maintain all insurance coverage applicable to the assets (includingEmployees consistent with coverage provided with respect to other employees of Geneva, including but not limited toto workers' compensation, promissory notes evidencing loans from IPhealth insurance, life insurance, short term disability and long term disability. Geneva's corresponding defined contribution plans workers' compensation insurance shall be endorsed to transferred employees that are outstanding name Mannesmann as an alternate employer using Endorsement Number WC-00-03 -01. Mannesmann shall obtain an endorsement to its existing commercial general liability insurance extending coverage to the acts and omissions of the transfer date) representing the account balances Employees and naming Geneva as an additional insured and shall issue to Geneva a waiver of all transferred employees. This transfer will be done in the most practical subrogation claims. c. Mannesmann shall indemnify, defend, and effective method in order to ensure compliance with the Internal Revenue Code hold harmless Geneva from and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of against any claims against Geneva: (i) an amount to be mutually agreed upon by third parties for any acts or omissions of the parties based upon Employees while performing services for Mannesmann or any of the projected costs to cover pension benefit obligations owing to Seller's transferred employees, customers of Mannesmann; and (ii) by any Employee for claims other than personal injuries to the claimant, to the extent such claim arises out of or relates to acts or omissions of other Employees or the acts or omissions of employees of Mannesmann in the scope of such employee's employment. Geneva shall indemnify, hold harmless and defend Mannesmann from and against any claims against Mannesmann by any Employee (or beneficiaries of or persons claiming through any Employee): (i) arising out of acts or omissions of other employees of Geneva in the scope of such Employee's employment; and (ii) arising out of or relating to claims or expenses for personal injuries, health benefits, life insurance, short term disability or long term disability to the extent Geneva would be otherwise liable for such claims pursuant to Geneva's plans, policies or practices. Mannesmann hereby waives all claims against Geneva arising out of or as a result of any claim being filed by an amount Employee against Mannesmann to be mutually agreed upon the extent such claim against Mannesmann is covered by the parties equal to the value of retiree medical and life workers' compensation insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment endorsement obtained with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentenceEmployees by Geneva pursuant to Section 3.3b. d. During the term of this Agreement, a dollar and for dollar adjustment one (1) year after the termination or expiration of the term of this Agreement, Mannesmann shall not attempt to the purchase price shall be made in the event hire, hire or otherwise cause, induce or suggest that compliance any such employee terminate employment with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsGeneva.

Employees. As The following shall apply with respect to non-union employees of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained Seller hired by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable within 30 days following the ClosingClosing Date ("Hired Employees"): (a) Buyer shall waive, IP will transfer or cause to be transferred waived, (i) all waiting periods for a Hired Employee to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as become eligible for participation in all of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to generally available for the employees of Buyer or its affiliates an amount (affiliates, except that Buyer may require compliance with applicable waiting periods for participation in 401(k) plans, pension plans and long-term disability plans and except that Buyer may, at its option, pay each Hired Employee's COBRA payments for such period until the "Benefit Assets Transfer Amount") equal Hired Employee is eligible to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension participate in Buyer's benefit obligations owing to Seller's transferred employeesplans, and (ii) an amount to be mutually agreed upon by limitations respecting "pre-existing conditions" in the parties equal to the value applicable medical insurance plan or plans, except for any condition of retiree a Hired Employee which was not covered under Seller's medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates plan during such employee's employment with Seller. Seller will retain all COBRA obligations existing or arising as of Closing. (b) Buyer after Closing and before the date shall count each Hired Employee's years of the transfer of such assets. With continuous service with either Seller, its affiliates or its immediate predecessor in interest with respect to the preceding sentenceBusiness for purposes of determining vacation benefits under Buyer's vacation plan. The Hired Employee shall be entitled to use any vacation accumulated during employment with Seller, a dollar for dollar adjustment its affiliates and its immediate predecessor in interest with respect to the purchase price shall be made Business in the event that compliance with applicable law results amount set forth on Schedule 5.8; provided, however Seller will reimburse Buyer in the actual assets transferred amount of each employee's accrued vacation within 60 days after Closing or, at Buyer's election, such amount will be deducted from the Holdback Funds. (c) If Buyer terminates a Hired Employee without cause within 60 days after the Closing Date, Buyer shall pay such Hired Employee severance equal to Buyer being different than two weeks current base pay for every one year of such employee's continuous service with the assets that would have been transferred if Seller or its affiliates. (d) Nothing in this Agreement, express or implied, is intended to confer upon any of the asset calculation were undertaken using mutually approved long-term actuarial assumptionsSeller's employees, includingformer employees, but not limited tocollective bargaining representatives, long-term trust earningsjob applicants, any association or group of such persons any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any rights of employment.

Employees. As (a) An anonymized list of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect all current Employees as of the date of Closing. IP and Xxxxx shall agree May 4, 2022 has been disclosed in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of Data Room which sets forth for each such Employee the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to information (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of applicable): (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeeswork location, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closingtitle or position (including whether full or part time), less (iii) hire date, (iv) current annual base compensation rate, and (v) commission, bonus or other incentive-based compensation (including eligibility and targets). All Contracts in relation to the Senior Management have been disclosed in the Data Room. To the knowledge of the Corporation, except as disclosed in Section 3.1(32)(a) of the Corporation Disclosure Letter, no such member of Senior Management has notified the Corporation or its Subsidiaries that he or she intends to resign, retire or terminate his or her employment with the Corporation or any of its Subsidiaries following the Arrangement or as a result of the transactions contemplated by this Agreement or otherwise. Section 3.1(32)(a) of the Corporation Disclosure Letter contains an anonymized list of all current Employees who are currently on any form of leave of absence, including the reason for such leave (subject to applicable Data Security and Privacy Requirements) and the anticipated return to work date (if any) and indicating whether such Employee is in receipt of disability benefits or workers' compensation benefits or any payment made from the Corporation. (b) All amounts due or accrued for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accrued and accurately reflected in the books and records of the Corporation and its Subsidiaries. All liabilities of the Corporation or any of its Subsidiaries due or accruing due to Employees have or shall have been paid or accrued and accurately reflected in the books and records of the Corporation to the Effective Time, including premium contributions, remittances and assessments for Employment Insurance, Employer Health Tax, Canada Pension Plan, Québec Pension Plan, income Tax and any other employment-related legislation. (c) Section 3.1(32)(c) of the Corporation Disclosure Letter contains a list of all Senior Management personnel of the Corporation and its Subsidiaries who have a Contract with the Corporation or one of its Subsidiaries providing for a contractual length of notice or termination or severance payment required to terminate his or her employment. Except as disclosed in Section 3.1(32)(c) of the Corporation Disclosure Letter, there are no change of control payments, retention payments or severance payments or Contracts with any Employees or Employee Plans providing for cash or other compensation or benefits (including any increase in amount of compensation or benefit or the acceleration of time of payment or vesting of any compensation or benefit but excluding any payment for Incentive Securities pursuant to the Arrangement and the Plan of Arrangement) upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Corporation or of any of its Subsidiaries. (d) Within the past three (3) years, the Corporation has taken reasonable action with respect to each known and credible psychological or sexual harassment allegation and the Corporation does not reasonably expect any material liability with respect to any such allegations. (e) Except as disclosed in Section 3.1(32)(e) of the Corporation Disclosure Letter, the Corporation and its Subsidiaries are in compliance in all material respects with all applicable terms and conditions of employment and with all applicable Laws respecting labour and employment, including as applicable, pay equity, employment equity, work classification, work permits/authorizations, wages, hours of work, Employment Insurance, discrimination, harassment, leave of absence, equal opportunity, overtime, employment and labour standards, labour relations, privacy, workers compensation, human rights and occupational health and safety. No material Proceedings with respect to any such Law relating to the Corporation or any of its Subsidiaries is in progress or pending or, to the knowledge of the Corporation, threatened. (f) There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workers' compensation Laws owing by the Corporation or any of its Subsidiaries, and neither the Corporation nor any of its Subsidiaries has been assessed or reassessed in any material respect under such legislation during the past three (3) years. No material Proceeding involving the Corporation or any of its Subsidiaries is currently in progress or pending or, to the knowledge of the Corporation, threatened, pursuant to any applicable workers' compensation Laws. There are no accidents or incidents which could materially adversely affect the accident cost experience in respect of the Corporation or any transferred employee who retires of its Subsidiaries or otherwise terminates employment with Buyer after Closing workers compensation premiums or other amounts which may be owed under such Laws by the Corporation or any of its Subsidiaries. (g) There are no charges pending under occupational health and before the date safety Laws ("OHSA") in respect of the transfer Corporation or any of such assetsits Subsidiaries, and there are no appeals of any Orders under OHSA applicable to the Corporation or any of its Subsidiaries currently outstanding. With The Corporation and each of its Subsidiaries have complied in all material respects with all Orders issued under OHSA for the past two (2) years, and have developed and implemented policies and training for Employees, including with respect to harassment, OHSA and accessibility for people with disabilities requirements. (h) All Employees, consultants, agents and independent contractors of the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would Corporation and its Subsidiaries have been transferred if accurately classified by the asset calculation were undertaken using mutually approved longCorporation and its Subsidiaries with respect to services as an employee or a non-term actuarial assumptionsemployee for all purposes, includingincluding wages, but not limited toemployment standards, long-term trust earningspayroll Taxes and participation and benefit accrual under each Employee Plan, and neither the Corporation nor any of its Subsidiaries has received any notice from any Person disputing such classification.

Employees. As On or before 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date, the Purchaser agrees to provide to the Vendor a written list of the names of the Property Employees who the Purchaser proposes to hire as its employees from and after the Closing. The Purchaser and the Vendor shall agree upon, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as prior to the particular individuals involvedPurchaser’s Condition Date, a list (the “Retention List”) of Property Employees to offer positions be hired by the Purchaser as their employees from and after the Closing. The Purchaser shall be allowed to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton meet with and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits make offers of employment to such employees retained on the Retention List at any time after the Purchaser’s Condition Date. Such offers shall be made by Buyer the Purchaser on no less favourable terms in the aggregate as such employees would receive under IP's plans and programs in effect as employment with the Vendor, including the assumption by the Purchaser of the date employee’s years of Closingservice. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance All costs associated with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton terminating Property Employees who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained hired by the Buyer an amount equal Purchaser as of Closing shall be passed through to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans tenants as Rechargeable Sums if permitted to transferred employees that are outstanding as of do so under the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical respective Leases and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to extent such costs are not Rechargeable Sums, they shall be mutually agreed upon paid by the parties based upon Vendor. To the projected extent that termination costs are paid prior to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon Closing by the parties equal Vendor and are Rechargeable Sums to the value Tenants, they shall be reimbursed to the Vendor as a credit to the Vendor on the Statement of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) Adjustments provided such termination costs are reasonable given any payment made to or in respect of any transferred employee who retires or otherwise terminates employment legal requirements with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentencetermination of employees terminated in Ontario. The Purchaser shall provide to the Vendor not later than three (3) Business Days prior to the Closing Date, a dollar for dollar adjustment copy of a signed agreement with each Property Employee on the Retention List who has accepted the Purchaser’s offer of employment, and which the Vendor agrees to the purchase price shall be made maintain as confidential information in the event that compliance with all applicable law results federal and provincial legislation. The Purchaser shall indemnify and save harmless the Vendor from any Claims associated with the termination of any Property Employees except claims which arise from the Vendor’s wrongful acts or omissions. For greater clarity, it is understood that an alleged failure to provide sufficient notice or pay in lieu of notice to an employee is not a “wrongful act or omission” for the actual assets transferred purposes of this Section. The provisions of this paragraph shall not be subject to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningslimitations and thresholds as set out in Sections 6.3(b)(ii) or 8.24(b)(ii).

Employees. As (a) To the Knowledge of Seller, no key employee and no group of employees of Seller or the Subsidiaries has any plans to terminate or modify his or her status as a Business Employee, including upon consummation of the Closingtransactions contemplated hereby (except as contemplated or permitted by Section 5.3). There are no claims, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityactions, subject to agreement by IP and Buyer as proceedings or investigations pending or, to the particular individuals involvedKnowledge of Seller, threatened against Seller or the Subsidiaries with respect to offer positions or by any Business Employee. Since January 1, 1998, neither Seller nor the Subsidiaries has experienced any strikes with respect to IP headquarters staff whose job responsibility Business Employees. To the Knowledge of Seller, no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to provide support for XxxxxxxBusiness Employees. The Seller and the Subsidiaries, with respect to the transactions contemplated by this Agreement, are in compliance with their obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended. The Business Employees are not and have never been, with respect to the Business, parties to any collective bargaining agreement. (b) Seller has provided Buyer will recognize with a true, complete and accurate list (which list is attached hereto as the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect EMPLOYEE SCHEDULE) of each Business Employee as of the date hereof, his or her date(s) of Closing. IP hire by Seller or a Subsidiary, position and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16title (if any), current rate of compensation (including bonuses, commissions and incentive compensation, if any), whether such employee is hourly or salaried, whether such employee is exempt or non-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to exempt and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its whether such employee is absent from active employment of the employees referenced aboveand, if so, the Buyer will comply with date such employee became inactive, the provisions reason for such inactive status and, if applicable, the anticipated date of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause return to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount active employment (the "Benefit Assets Transfer AmountEMPLOYEE LIST") equal ). Seller shall provide Buyer with an updated Employee List immediately prior to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of at such assets. With respect other times as may be requested by Buyer pursuant to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsSection 5.3 hereof.

Employees. (a) Schedule 7.9(a) sets forth a list of the Business Employees as of the date hereof. In the event that any Business Employee ceases to be employed by Seller and its Affiliates, Seller (i) by delivery of written notice thereof to Buyer, shall promptly update Schedule 7.9(a) to remove from such list the name of such person, and (ii) shall use commercially reasonable efforts to fill such position with a person of comparable qualifications, skill and experience reasonably acceptable to Buyer. Upon such replacement, Schedule 7.9(a) shall be updated to include the name of such person. Seller shall not otherwise modify Schedule 7.9(a) without the prior written consent of Buyer. (b) By such date as may be reasonably requested by Xxxxxx (and no later than twenty (20) Business Days prior to the anticipated Closing Date), Buyer will give Qualifying Offers of employment to each of the Business Employees. As used herein, a “Qualifying Offer” means an offer by Buyer to continue employment with the Business (i) at a level of base pay at least equal to such employee’s base pay in effect immediately prior to the Closing Date, (ii) with a primary work location within a thirty (30) mile radius from such employee’s primary work location immediately prior to the Closing Date, and (iii) with benefits that, together with wages, are in the aggregate substantially comparable to the aggregate benefits and wages in effect for such employee immediately prior to the Closing Date. All Qualifying Offers of employment made by Buyer pursuant to this Section 7.9(b) will be made in accordance with all applicable Laws, will be conditioned only on the occurrence of the Closing, and will include such additional information as shall be mutually agreed by Seller and Buyer. As of the Closing Date, all Business Employees shall be deemed to be employees of Buyer, unless at least five (5) Business Days prior to the Closing Date such Business Employee has failed to accept in writing Buyer’s Qualifying Offer of employment. Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer shall keep Seller reasonably apprised as to the particular individuals involvedstatus of all such offers. Following acceptance of such offers, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton provide written notice thereof to Seller, and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which Seller will provide substantially similar benefits Buyer with access to the Transferred Employee Records. Each such employees retained person who becomes employed by Buyer pursuant to this Section 7.9(b) is referred to herein as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings“Transferred Employee.”

Employees. As of the Closing(a) Schedule 2.6(a) contains, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the a recent date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced abovespecified therein, the Buyer will comply with the provisions following information (i) for each employee of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets Seller (including, but as designated thereon, each employee on leave of absence or layoff status), the name, job title, hire date, current compensation paid or payable on an annualized basis, annual vacation days and accrued vacation, license or registration numbers of pharmacists and technicians with renewal dates, and any other information reasonably requested by Buyer to determine whether such employees are included in any government exclusion list, including the OIG List of Excluded Individuals/Entities (“LEIE”) and the General Service Administration (“GSA”) Exclusion List (collectively, the “Exclusion Lists”); (ii) for each independent contractor used by Seller at any time since January 1, 2018, the name of such independent contractor, type of services provided by such independent contractor and aggregate amount of consideration paid to such independent contractors by Seller during such time and (iii) for each temporary staffing personnel or temporary employee used by Seller at any time since January 1, 2018, the name of such temporary employee, type of services provided by them and aggregate amount of consideration paid to them by Seller during such time. Seller has not limited toreceived written notice that an employee intends to terminate his or her employment relationship with Seller and, promissory notes evidencing loans to Seller’s Knowledge, there is no reason to reasonably expect that any such employee is likely to refuse an offer of employment from IP's corresponding defined contribution plans to transferred Buyer. The employees that of Seller are outstanding either United States citizens or permanent resident aliens. Except as set forth on Schedule 2.6(a), the employees of Seller are employed on an “at will” basis and are terminable by Seller without penalty or severance obligation. A copy of the transfer datecurrent version of the policy manual and handbook provided to or governing the employees of Seller, and a copy of the application forms currently being used by Seller in connection with the hiring of new employees, have been delivered to Buyer. (b) representing the account balances of all transferred employees. This transfer will be done Seller is not now, nor in the most practical and effective method past three years has it been, a party to a collective bargaining or similar labor Contract. With respect to Seller or the Business, there has not been in order the last three years, there is not now pending or existing and, to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingSeller’s Knowledge, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of there is not Threatened: (i) a union organizational activity, strike, slowdown, picketing, work stoppage, lockout or other labor dispute or Proceeding; (ii) an amount application, complaint, charge or other Proceeding filed with a Governmental Body regarding a labor or employment matter; or (iii) an application, petition or demand for recognition or certification of a collective bargaining agent. To Seller’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to be mutually agreed upon by give rise to the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesmatters described in clauses (i), (ii) or (iii). (c) Seller is complying, and has complied in the last three years, in all material respects with applicable Law and its own policies relating to labor and employment matters, including those relating to fair employment practices, terms and conditions of employment, contractual obligations, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, the payment of social security and similar Taxes, employee termination (actual or constructive), occupational safety, plant closing, mass layoffs and changes in operations. Except as described on Schedule 2.6(c), there is not currently, nor has there been in the past three years, a Proceeding against Seller or one of its employees alleging harassment, discrimination or other similar conduct or an amount internal investigation of an allegation, charge or complaint against Seller or one of its employees alleging harassment, discrimination or other similar conduct. (d) Except as set forth on Schedule 2.6(d), Seller is not a party to be mutually agreed upon by a Contract with a present or former director, officer, manager, employee (leased or otherwise), agent, consultant or independent contractor with respect to length, duration or condition of employment or engagement (or the parties equal termination thereof), salary, bonus, compensation, deferred compensation, health Insurance, severance, other form of remuneration or otherwise. (e) Except as set forth on Schedule 2.6(e), there is no Proceeding pending or, to Seller’s Knowledge, Threatened against or affecting Seller relating to the value alleged violation of retiree medical a Law pertaining to labor relations or employment matters. Seller has not committed an unfair labor practice, nor has there has been a complaint, claim, charge or other Proceeding of unfair labor practice filed or, to Seller’s Knowledge, Threatened against Seller before the National Labor Relations Board or other Governmental Body. There has been no complaint, claim, charge or other Proceeding of discrimination filed or, to Seller’s Knowledge, Threatened against Seller with the EEOC or other Governmental Body. (f) Seller has made all required payments to its unemployment compensation reserve accounts with the appropriate Governmental Bodies of the states or other jurisdictions where it is required to maintain such accounts, and life insurance benefits for each transferred employee accrued through such account has a positive balance. (g) Within the date immediately preceding Closing, less twelve (iii12) any payment made months prior to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of this Agreement, Seller has not implemented a plant closing or layoff of employees that could implicate the transfer WARN Act or similar Law. Schedule 2.6(g) lists the employees of such assets. With respect Seller who have been terminated or laid off, or whose hours of work have been reduced by more than 50%, in the twelve (12) months prior to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsdate of this Agreement.

Employees. As (a) For purposes of this Agreement, the term “Continuing Employees” shall mean all individuals who are employees of Matrix as of the Closing, Buyer will employ consistent with its business needs . SanDisk shall (i) cause each Continuing Employee who remains employed after the IP employees then working at Xxxxxxx and those fully dedicated Closing to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support become eligible for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other coverage under SanDisk’s employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon promptly as practicable after the Closing, Seller shall cause to be transferred from Seller's pension but in no event later than 60 days after the Closing and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount allow such Continuing Employee and his or her eligible dependents to participate in SanDisk’s employee benefit plans on terms no less favorable than those provided to similarly situated employees of SanDisk and its Subsidiaries; provided that SanDisk may, at its option, continue the coverage of Continuing Employees under the Matrix 401(k) savings plan for such period as SanDisk determines. Continuing Employees shall continue to be mutually agreed upon by eligible for coverage under the parties equal to the value of retiree medical and life insurance benefits Employee Benefit Plans until they become eligible for each transferred SanDisk’s employee accrued through the date immediately preceding Closing, less (iii) any payment made to or benefit plans as described in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence. Base compensation plus sales commissions, if applicable, and, except as described in the two preceding sentences, benefits shall not be decreased for a dollar period of at least twelve months following the Closing for dollar adjustment any Continuing Employee employed during that period, except for decreases also applied generally to similarly situated employees of SanDisk. SanDisk shall cause Continuing Employees to be credited with service for all periods of service with Matrix or any of its Subsidiaries prior to the purchase price Closing for purposes of any employee benefit plan, program or arrangement made available to Continuing Employees by SanDisk (a “SanDisk Employee Plan”). Such service shall be made credited for all purposes for which service is either taken into account or recognized under such SanDisk Employee Plans; provided, however, that such service need not be credited to the extent that it would result in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsduplication of coverage or benefits.

Employees. As (a) For a period beginning on the date of the Closing and terminating twelve (12) months from the Closing, Buyer will employ consistent with Parent shall, or shall cause the Surviving Corporation or its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited Subsidiaries to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of provide (i) an amount to be mutually agreed upon each employee who is employed by the parties based upon Company or its Subsidiaries on the projected costs Closing Date (each, a “Continuing Employee”) with a base salary or wage rate that is no less favorable than the base salary or wage rate provided to cover pension benefit obligations owing such Continuing Employee immediately prior to Seller's transferred employeesthe Closing, (ii) an amount each Continuing Employee with annual cash target incentive and commission opportunities that are no less favorable than the annual cash target incentive and commission opportunities provided to be mutually agreed upon by the parties equal such Continuing Employee immediately prior to the value of retiree medical Closing and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) Continuing Employees with other employee benefits (excluding defined benefit pension, retiree medical benefits and equity incentive benefits) that are no less favorable in the aggregate to either, as determined by Parent in its sole discretion, (A) the employee benefits provided to such Continuing Employees as of immediately prior to the Closing, or (B) those provided to similarly situated employees of Parent. With respect to any payment made to or in respect Continuing Employee who incurs a termination of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before during the period beginning on the date of the transfer of such assets. With respect to Closing and terminating twelve (12) months from the preceding sentenceClosing, a dollar for dollar adjustment to Parent shall, or shall cause the purchase price shall be made Surviving Corporation or its Subsidiaries to, provide cash severance payments and benefits that are no less favorable in the event that compliance with applicable law results in the actual assets transferred to Buyer being different aggregate than the assets those that would have been transferred if provided to such Continuing Employee upon a termination of employment had such termination of employment occurred immediately prior to the asset calculation Closing. (b) Parent shall, or shall cause one of its Subsidiaries, as applicable, provide to Continuing Employees full credit for all purposes, including eligibility, vesting and determination of the level of benefits, under any employee benefit plans or arrangements (excluding defined benefit pension, retiree medical and equity incentive benefits) maintained by Parent, the Surviving Corporation or its Subsidiaries (collectively, the “Parent Plans”) for such Continuing Employees’ service with the Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and its Subsidiaries under the Employee Benefit Plans; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits. (c) Parent shall, or shall cause one of its Subsidiaries, as applicable, to take commercially reasonable actions to (i) waive any preexisting condition limitations otherwise applicable to Continuing Employees and their eligible dependents under any Parent Plan that provides health benefits in which Continuing Employees may be eligible to participate following the Closing Date; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Continuing Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing Date during the portion of the calendar year prior to the Closing Date in satisfying any deductibles, co-payments or out-of-pocket maximums under any Parent Plans in which they are eligible to participate after the Closing Date in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were undertaken using mutually approved longincurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee and his or her eligible dependents on or after the Closing Date. (d) The provisions of this Section 7.3 are solely for the benefit of the parties hereto, and nothing contained in this Section 7.3, whether express or implied: (i) is intended to confer upon any current or former employee or any other Person any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, (ii) shall be treated as establishing, amending or modifying for any purpose any Employee Benefit Plan or Parent Plan or (iii) shall alter or limit Parent or one of its Subsidiaries or any of their Affiliates’ ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement. No Continuing Employee (or any current or former employee of the Company or its Subsidiaries) is a third-term actuarial assumptions, including, but not limited to, long-term trust earningsparty beneficiary of the provisions of this Section 7.3.

Employees. As (a) Buyer shall have the right, but not the obligation, before Closing to interview the Seller’s employees working out of the ClosingFarmington and/or Xxxxxx Field Offices (the “Field Employees”) and to make offers to one or more of the Field Employees to continue employment with Buyer following Closing (the “Continuing Employees”). Buyer will use reasonable efforts to give Company employees preferential treatment when filling positions required to operate and administer the Assets. (b) Buyer agrees that each Continuing Employee shall be eligible to participate in Buyer’s benefit arrangements to the same extent as other similarly situated employees of Buyer including, without limitation, (i) the right to participate in any employee benefit plans, and (ii) the right to participate in group health insurance without, if possible under the terms of such plans, any waiting period and, if practicable, without exclusion or limitation based on pre-existing conditions. Buyer will give all such employees full credit, for purposes of eligibility and vesting, if possible under the terms of such plans, for such employees’ service with the Company and shall not reduce any employee’s benefits (such as days of vacation) below the level of current benefits. (c) In the case of each Continuing Employee, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other either (i) pay such employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount in cash equal to the assets (includingamount set forth next to such employee’s name on Schedule 11(c) for accrued vacation and sick pay, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount credit such employee with the number of days set forth next to be mutually agreed upon by such employee’s name on Schedule 11(c) under Buyer’s vacation and sick pay policies. (d) Seller will administer the parties equal benefits available pursuant to the value Consolidated Omnibus Budget Reconciliation Act of retiree medical and life insurance benefits 1986 (“COBRA”) for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee all Field Employees who retires or otherwise terminates do not continue employment with Buyer after Closing and before the date of the transfer of such assets. With respect following Closing. (e) Buyer shall assume Seller’s payment obligations to the preceding sentence, a dollar Field Employees under the Seller’s Transaction Severance Plan for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsField Employees.

Employees. As (1) Except for the Union Agreement and that certain Employment Agreement between Xxxxx Xxxxxx and Fifty Seventh Street Operating LLC, dated as of August 2006, as assigned to Citylife Hotel 57 Management LLC by that certain Assignment and Assumption Agreement, dated as of November 22, 2006, by and between Fifty Seventh Street Operating LLC, and Citylife Hotel 57 Management LLC, neither Seller nor Manager is a party to or bound by any collective bargaining agreement, union agreement or other agreement with or relating to Employees. (2) Set forth on Exhibit “Y” hereto is a complete and accurate list of all Employees stating for each Employee (i) whether or not the Employee is covered by the Union Agreement and (ii) their salary, hire date and current job title. Before closing, Seller will provide to Buyer or Replacement Manager, information concerning the Employees’ current wages, benefits, accrued vacation and sick leave. (3) To the best of Seller’s knowledge, no Employee has been improperly classified as exempt for purposes of federal, state and local wage and hour laws. If Seller discovers before Closing that any Employee has been improperly classified as exempt for purposes of federal, state or local wage and hour laws, Seller shall inform Buyer thereof with reasonably promptness, and the liability for such improper classification during periods prior to Closing shall be covered by Seller’s indemnification of Buyer. All Employees who are covered by the terms of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx Union Agreement have been properly classified and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget paid wages and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued Union Agreement through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assetsClosing. With respect All Employees who have not been paid wages or benefits pursuant to the preceding sentenceUnion Agreement have been properly excluded from coverage under the Union Agreement. The Opia Restaurant grievance and/or demand for arbitration, a dollar for dollar adjustment to dated May 30, 2006 #u06-006, has been settled by the purchase price shall be made Seller and Manager with the Union in the event that compliance Me Too Agreement between the Union and Seller and Manager, dated as of August 1, 2007 with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsno back pay liability.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as (a) Prior to the particular individuals involvedClosing Date, Purchaser shall make a Qualifying Offer of Employment (as defined below), to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable effective immediately following the Closing, IP will transfer to each employee of Telecom or cause to be transferred to defined contribution plans established and/or already maintained by IBS who works primarily in the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding Services Business as of the transfer dateClosing (including those individuals on vacation, disability or leave of absence, paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) representing shall be employment at will and Purchaser shall not have an obligation to continue any such employment for a specified period. An offer of employment shall be deemed a "Qualifying Offer of Employment" if (A) the account balances proposed base salary and level of all transferred employeesincentive compensation is no less than the employee's base salary and level of incentive compensation immediately prior to the Closing Date and (B) the proposed principal place of employment is within ten miles of the employee's principal place of employment immediately prior to the Closing Date. This transfer will be done Each employee of a Trans- ferred Company as of the Closing Date, and each other employee of Telecom or IBS described above who accepts the offer of employment described in the most practical preceding sentence within 30 days of the Closing Date and effective method that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Pur- chaser (or any affiliate) for purposes of (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in order Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or an affiliate), and (iii) determination of vacation benefits under Purchaser's vacation policy; provided, however, that, in each case such service shall not be recognized to ensure compliance the extent that such recognition would result in a duplication of benefits. Transferred Employees shall also be given credit for amounts paid under a Benefit Plan or otherwise during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the Internal Revenue Code terms and conditions of a comparable Purchaser Welfare Plan. (b) Purchaser shall maintain for a period of at least one year after the Employee Retirement Income Security Act. As Closing Date, without interruption, such employee compensation, welfare and benefit plans, programs, policies and fringe benefits as will, in the aggregate, provide benefits to the Transferred Employees that are no less favorable than those provided pursuant to such employee compensation, welfare and benefit plans, programs, policies and fringe benefits of the Seller as in effect on the Closing Date. (c) On or as soon as practicable after the ClosingClosing Date, Seller Purchaser shall cause establish or designate a defined contribution plan and trust intended to be transferred from Seller's pension qualify under Section 401(a) and welfare benefit plans to Buyer or its affiliates an amount Section 501(a) of the Code (the "Benefit Assets Transfer AmountBuyer Savings Plan"). Upon receipt of evidence satisfactory to the Sellers' counsel that the terms of the Buyer Savings Plan and related trust qualify under Section 401(a) and Section 501(a) of the Code (which Buyer shall provide within 120 days following the Closing Date), the Sellers shall take all necessary actions to provide for the full vesting of all accounts of Transferred Employees as of the Closing Date under the McLeodUSA Incorporated 401(k) profit sharing plan (the "XxXxxx Plan") equal and direct the trustee of the XxXxxx Plan to transfer to the total trustee of the Buyer Savings Plan such vested account balances (iin cash or in kind) an amount to be mutually agreed upon by under the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or XxXxxx Plan in respect of any transferred employee who retires or otherwise terminates employment with the Transferred Employees. Upon such transfer, the Buyer after Closing Savings Plan shall assume all liabilities for such vested account balances under the XxXxxx Plan in respect of the Transferred Employees and before the date XxXxxx Plan shall be relieved of all such liabilities. The parties shall cooperate in the filing of the documents required by the transfer of such assets. With assets and liabilities described herein. (d) Purchaser agrees to indemnify Sellers and their respec- tive directors, officers, employees, consultants and agents for, and to hold them harmless from and against, any and all Losses (as defined below) arising or resulting, or alleged to arise or result from the notification or other requirements of the Work- ers Adjustment and Retraining Notification Act of 1988, as amended, and any similar foreign, state or local Laws with respect to the preceding sentence, a dollar for dollar adjustment actions taken or omitted to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningstaken by Purchaser.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated (a) Subject to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as considerations relating to the particular individuals involvedgeographic region in which the employee is located, it is the intent of the parties hereto that the employees of Price REIT employed by the Surviving Corporation after the Effective Time (the "Former Price REIT Employees") shall in general receive compensation and benefits on the same basis and subject to offer positions the same standards as the employees of Kimco; provided, that, for a period of one year after the Closing Date the standards of compensation and benefits received by such employees shall be substantially similar to, but not less than, those received from Price REIT immediately prior to IP headquarters staff whose job responsibility is the Closing Date. In addition, all Former Price REIT Employees shall, at the option of the Surviving Corporation, either (i) continue to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other be eligible to participate in any "employee benefit plans plan," as defined in Section 3(3) of ERISA, and any other benefit programs, policies and arrangements for Xxxxxxx employees of Price REIT which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as are, at the option of the date of Closing. IP and Xxxxx Surviving Corporation, continued by the Surviving Corporation, or alternatively shall agree be eligible to participate in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 same manner as other similarly situated employees of the Illinois Public Utilities Act to be offered to Surviving Corporation who were formerly employees of Clinton prior to Kimco in any "employee benefit plan," as defined in Section 3(3) of ERISA, and following Closing. IP will be responsible for implementing any other benefit programs, policies and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer arrangements sponsored or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable Surviving Corporation after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assetsEffective Time. With respect to the preceding sentenceeach such employee benefit plan, a dollar for dollar adjustment to the purchase price program, policy or arrangement, service with Price REIT or any of its Subsidiaries (as applicable) shall be made included for purposes of determining eligibility to participate, vesting (if applicable) and entitlement to benefits. The medical plan or plans maintained by the Surviving Corporation after the Effective Time shall waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Former Price REIT Employees. With respect to vacation benefits provided by the Surviving Corporation, the vacation benefit of each Former Price REIT Employee shall include all hours of accrued but unused vacation hours with Price REIT or its affiliates. Nothing in this Section 7.14 shall require Kimco to continue the event that compliance with applicable law results in employment of any particular Price REIT employee from and after the actual assets transferred to Buyer being different than Closing Date. (b) For purposes of this Section 7.14, the assets that would have been transferred if the asset calculation were undertaken using mutually term "employees" shall mean all current employees of Price REIT and its Subsidiaries (including those on disability or approved long-term actuarial assumptionsleave of absence, including, but not limited to, long-term trust earningspaid or unpaid).

Employees. As Effective immediately prior to the Closing, the Corporation shall terminate the employment of each of its then current employees. Effective as of the Closing, Buyer will employ consistent Purchaser shall offer employment to each of such employees at the respective rates of salary, and with its business needs the IP benefits and incentive compensation arrangements, set forth on Section 4.09 of Purchaser's Disclosure Schedule. Purchaser shall be under no obligation to hire any present employee of Corporation except pursuant to such offers of employment. Any obligations to or benefits for employees then working at Xxxxxxx or former employees of Corporation shall be the sole responsibility of Seller. Purchaser shall have no obligations whatsoever for the continuation of any bonus, compensation, welfare or pension benefit programs for any present or former employee of the Corporation, and those fully dedicated Purchaser shall not have, and does not accept, any Liability with respect to Xxxxxxx who are any present or former employee of Corporation. Purchaser and Seller agree to use the alternative procedure set forth in Rev. Proc. 2004-53 with respect to wage reporting. Purchaser hereby agrees that if the Closing occurs after December 31, 2005, Purchaser shall perform on Xxxxxxx'x budget behalf of Corporation payroll processing services (including payment of wages and associated tax reporting) for any payroll and Buyer will be given period of the opportunity, subject to agreement by IP and Buyer as Corporation for which the scheduled payment date has not occurred prior to the particular individuals involved, Closing Date with respect to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent those employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP Corporation that are offered and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its accept employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees Purchaser; provided that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause provide to be transferred from Seller's pension and welfare benefit plans Purchaser in a timely manner all information necessary for Purchaser to Buyer or its affiliates an amount (properly perform such services. In the "Benefit Assets Transfer Amount") equal to the total event that Purchaser pays any employee of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect Corporation pursuant to the preceding sentence, Seller agrees that the aggregate amount so paid by Purchaser attributable to employment with Corporation shall constitute a dollar liability of Corporation to be reflected on the Closing Balance Sheet for dollar adjustment purposes of calculating the Final Purchase Price Adjustment. Seller shall terminate any or all Benefit Plans effective immediately prior to the purchase price Closing if Purchaser so requests within a reasonable period of time prior to Closing. Seller shall be made in the event at Closing furnish Purchaser written evidence that compliance with applicable law results in the actual assets transferred Seller has timely and properly terminated any Benefit Plan which Purchaser has requested Seller to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsterminate.

Employees. As (a) After the Effective Time, except to the extent that FleetBoston or the FleetBoston Subsidiaries continue Plans in effect, employees of Progress or any of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx Progress Subsidiaries who are on Xxxxxxx'x budget and payroll and Buyer become employed by FleetBoston or any FleetBoston Subsidiary ("Covered Employees") will be given eligible for employee benefits that FleetBoston or such subsidiary, as the opportunitycase may be, subject provides to agreement its employees generally and, except as otherwise required by IP this Agreement, on substantially the same basis as is applicable to such employees; PROVIDED that nothing in this Agreement shall require any duplication of benefits. FleetBoston will or will cause Fleet National Bank to (i) give credit to Covered Employees (and Buyer their dependants) with respect to the satisfaction of the limitations as to pre-existing condition exclusions, evidence of insurability requirements and waiting periods for participation and coverage that are applicable under the particular individuals involvedemployee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of FleetBoston or Fleet National Bank, equal to offer positions the credit that any such employee had received as of the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable employee welfare benefit plans of Progress or Progress Subsidiaries and to IP headquarters staff whose job responsibility is waive preexisting condition limitations to provide support the same extent waived under the corresponding Plan. Each Covered Employee will receive credit for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton purposes of eligibility to participate, vesting and will adopt pension benefit accrual (but not for benefit accrual purposes under any qualified defined benefit plan maintained by FleetBoston), under any FleetBoston employee benefit plan, arrangement or policy (including but not limited to vacation, sick and other leave policies) to which such employee benefit is eligible to participate after the Effective Time for services accrued or deemed accrued prior to the Effective Time with Progress or any Progress Subsidiary. (b) After the Merger, FleetBoston and each of its relevant subsidiaries will honor, without modification, and perform the obligations of Progress under the contracts, plans and arrangements listed in Section 6.6(b) of the Progress Disclosure Schedule. FleetBoston acknowledges and agrees that (i) the consummation of the Merger shall constitute a "change-in-control" of Progress for Xxxxxxx employees which will provide substantially similar purposes of the employment, severance, change-in-control and other compensation agreements and arrangements disclosed in the Progress Disclosure Schedule, (ii) the persons covered by such employment and change-in-control agreements would be entitled to terminate their employment and receive severance benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date Effective Time, and (iii) the persons covered by employment and change-in-control agreements shall receive severance benefits as of Closing. IP the Effective Time pursuant to their agreements even if they are subsequently re-hired by FleetBoston or a FleetBoston Subsidiary, except as set forth in Section 6.6(b) of the Progress Disclosure Schedule. (c) FleetBoston shall pay any employee of Progress or any Progress Subsidiary who is not otherwise covered by a specific employment, termination, severance or change-in-control agreement and Xxxxx shall agree who is terminated by FleetBoston or an affiliate of FleetBoston for a reason other than "termination for cause" (as defined below) in the Definitive Agreement to develop a transition plan in accordance with Sections 16one-128 of year period immediately following the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveEffective Time, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer severance and other benefits set forth below: (i) severance in an amount equal to the assets two (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date2) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon weeks base salary multiplied by the parties based upon number of full years of service of such terminated employee to Progress or any Progress Subsidiary, as recognized on the projected costs books of Progress or the Progress Subsidiary, provided that all such employees shall be entitled to cover pension benefit obligations owing to Seller's transferred employees, receive a minimum severance payment of four (4) weeks and a maximum severance payment of twenty-six (26) weeks base salary; and (ii) out-placement services to terminated employees of Progress or a Progress Subsidiary consistent with FleetBoston's past practices. For this purpose, "termination for cause" means the termination of an amount employee's employment due to be mutually agreed upon by the parties equal any act that is deemed inimical to the value best interests of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) FleetBoston or any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsAffiliate, including, but not limited to: (a) gross misconduct in respect of the employee's duties for FleetBoston or any Affiliate, long(b) conviction of a felony or perpetration of a common law fraud, (c) failure to comply with applicable laws or regulations with respect to the execution of FleetBoston's or the Affiliate's businesses, (d) violation of FleetBoston policies or Code of Ethics and Business Conduct or (e) theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material economic or other damage to FleetBoston or any Affiliate. (d) The Progress Employee Stock Ownership Plan (the "Progress ESOP") shall be terminated as of the Effective Time. Promptly after the Effective Time, the trustees of the Progress ESOP shall sell a sufficient number of shares of FleetBoston Common Stock received with respect to the Progress Common Stock held, unallocated, in the suspense account in the Progress ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of FleetBoston Common Stock and cash held in the suspense account after the repayment of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Progress ESOP and applicable laws and regulations. In connection with the termination of the Progress ESOP, Progress shall promptly apply to the IRS for a favorable determination letter on the tax-term trust earningsqualified status of the Progress ESOP on termination and any amendments made to the Progress ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Progress ESOP requested by the IRS prior to the Effective Time shall be adopted by Progress and Progress Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by FleetBoston if upon advice of legal counsel to FleetBoston such amendments are appropriate. Any and all distributions from the Progress ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Progress ESOP will be distributed as soon as practicable after the later of (i) the Effective Time and (ii) the receipt of a favorable determination letter for termination of the Progress ESOP from the IRS. Prior to the Effective Time, Progress and Progress Bank shall make contributions to, and payments on the loan of, the Progress ESOP consistent with past practices on regularly scheduled payment dates. (e) Concurrently with the execution of this Agreement, (i) FleetBoston, Fleet National Bank and W. Xxxx Xxxxxx shall enter into an Employment Agreement, and (ii) FleetBoston, Fleet National Bank, Progress, Progress Bank and W. Xxxx Xxxxxx shall enter into a Termination and Release Agreement.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated (a) Subject to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as considerations relating to the particular individuals involvedgeographic region in which the employee is located, it is the intent of the parties hereto that the employees of Price REIT employed by the Surviving Corporation after the Effective Time (the "Former Price REIT Employees") shall in general receive compensation and benefits on the same basis and subject to offer positions the same standards as the employees of Kimco; provided, that, for a period of one year after the Closing Date the standards of compensation and benefits received by such employees shall be substantially similar to, but not less than, those received from Price REIT immediately prior to IP headquarters staff whose job responsibility is the Closing Date. In addition, all Former Price REIT Employees shall, at the option of the Surviving Corporation, either (i) continue to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other be eligible to participate in any "employee benefit plans plan," as defined in Section 3(3) of ERISA, and any other benefit programs, policies and arrangements for Xxxxxxx employees of Price REIT which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as are, at the option of the date of Closing. IP and Xxxxx Surviving Corporation, continued by the Surviving Corporation, or alternatively shall agree be eligible to participate in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 same manner as other similarly situated employees of the Illinois Public Utilities Act to be offered to Surviving Corporation who were formerly employees of Clinton prior to Kimco in any "employee benefit plan," as defined in Section 3(3) of ERISA, and following Closing. IP will be responsible for implementing any other benefit programs, policies and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer arrangements sponsored or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable Surviving Corporation after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assetsEffective Time. With respect to the preceding sentenceeach such employee benefit plan, a dollar for dollar adjustment to the purchase price program, policy or arrangement, service with Price REIT or any of its Subsidiaries (as applicable) shall be made included for purposes of determining eligibility to participate, vesting (if applicable) and entitlement to benefits. The medical plan or plans maintained by the Surviving Corporation after the Effective Time shall waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Former Price REIT Employees. With respect to vacation benefits provided by the Surviving Corporation, the vacation benefit of each Former Price REIT Employee shall include all hours of accrued but unused vacation hours with Price REIT or its affiliates. Nothing in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.this Section

Employees. As (a) Immediately prior to the Closing Date, Buyer shall offer employment effective the Closing Date to all Persons who are Union Employees. Each offer of employment to a Union Employee shall be under the terms of the ClosingCollective Bargaining Agreement, Buyer will employ consistent with its business needs and otherwise at the IP employees then working at Xxxxxxx same compensation rate, position and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement place of employment held by IP and Buyer as such Union Employee immediately prior to the particular individuals involvedClosing Date; provided, to offer positions to IP headquarters staff whose job responsibility however, that any Inactive Employee who is to provide support for Xxxxxxx. Buyer will recognize absent from active service on the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained Closing Date by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer reason of such assets. With respect Inactive Employee's entitlement to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved longshort-term actuarial assumptions, including, but not limited todisability, long-term trust earningsdisability or workers' compensation benefits shall be offered employment by the Buyer effective upon such Inactive Employee's availability to return to active service unless otherwise dictated by the Collective Bargaining Agreement. Buyer shall offer employment on an "at-will basis" immediately prior to and effective as of the Closing Date to all Persons who are Employees (other than Union Employees) immediately prior to the Closing Date; provided, however, that any Inactive Employee who is absent from active service on the Closing Date by reason of such Inactive Employee's entitlement to short-term disability, long-term disability or workers' compensation benefits shall be offered employment by Buyer effective upon such Inactive Employee's availability to return to active service. Each offer of employment to an Employee other than a Union Employee shall be at the same base salary or commission rate, position and place of employment held by such Employee immediately prior to the Closing Date and upon such other terms and conditions of employment as provided to similarly situated employees of Buyer; provided, that each offer of employment to an Employee (other than Union Employees) shall provide for a severance package meeting the terms set forth on SCHEDULE 5.5(A), which package shall remain in effect for at least twelve (12) months following the Closing. All Employees who accept offers of employment with Buyer as of the Closing Date, shall hereafter be referred to as "TRANSFERRED EMPLOYEES." If for any reason any of the Employees do not accept Buyer's offer of employment, Seller hereby agrees, jointly and severally, to indemnify Buyer in accordance with ARTICLE VII from and against any claim for termination or severance payment, wrongful dismissal or other such actions and all other costs or liabilities associated with such Employees, including without limitation, any obligation or liability with respect to any wages, bonuses, commissions, sick pay and vacation liabilities and any other amounts or benefits payable or accrued to such Employees with respect to any period (whether or not payable by the Closing Date) and any liability for failure to give any required notices under the WARN Act. (b) Buyer shall grant all Transferred Employees credit for purposes of eligibility and vesting (but not benefit accrual) under the Buyer's employee benefit plans (including vacation and severance) for their service with Seller prior to the Closing Date, to the same extent such service had been taken into account under the Plans. Seller shall either pay to Transferred Employees, or accrue therefor on the Closing Balance Sheet for Buyer's assumption and payment, any earned vacation that has not been taken by said employees prior to the Closing Date. Seller's vacation policy provides that employees earn vacation in the calendar year preceding the year in which it is taken. Employees who were employed, for example, for all of 1998 will receive vacation benefits in 1999, commensurate with their years of service, in accordance with Seller's vacation policy. However, no financial accrual is made in 1999 for payment of vacation to be taken by employees in the year 2000. Thus, the Financial Statements or Closing Balance Sheet will reflect accruals only for the portion of 1999 vacation earned in 1998 that has not been taken by Transferred Employees (or otherwise paid by Seller). At Buyer's option, Seller will pay at closing to Transferred Employees any and all such 1999 (earned in 1998) vacation. Buyer shall be solely responsible for payment of vacation earned in 1999, payable in 2000, for Transferred Employees, as well as any and all 1999 vacation (earned in 1998) to the extent accrued for, as stated above, by Seller. (c) Buyer shall provide a medical plan as of the Closing Date so as to ensure uninterrupted coverage of Transferred Employees. Such medical plan shall grant credit for deductibles and co-pays paid

Employees. As (a) For a period of eighteen (18) months from the date of this Agreement, Buyer shall not, without the prior written consent of Seller, solicit for employment, induce or attempt to induce to leave Seller’s or an affiliate of Seller’s employ, or hire, any employees of Seller or its affiliates staffed in Seller’s Indianapolis headquarters or at any other television station owned by Seller or its affiliates (other than general solicitations not directed solely to any such employees). (b) Seller has provided Buyer a list showing employee positions and annualized pay rates and target bonus opportunities, where applicable, for employees of the Companies. Seller shall update that list no later than five (5) business days prior to Closing, and shall provide Buyer with such other information in Seller’s possession as Buyer may reasonably request in order to decide which employees it will retain following the Closing, in each case subject to any restrictions under applicable laws. Prior to the Closing, Buyer will employ consistent with its business needs shall identify and provide to Seller a written list of the IP employees then working at Xxxxxxx and those fully dedicated of the Companies whom Buyer plans to Xxxxxxx who are on Xxxxxxx'x budget and payroll retain following the Closing. Seller and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxxshall cooperate with one-another in connection with Buyer’s efforts under this Section 5.7. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees Employees retained by Buyer shall be employed upon substantially the same terms and conditions and with substantially the same duties as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following immediately preceding the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, including but not limited toto wages, promissory notes evidencing loans from IP's corresponding defined contribution plans salaries, commission rate (if applicable) and target bonuses (all determined on a cash basis before taking into account Seller’s stock compensation program) and with benefits which are substantially similar to transferred the benefits available to similarly situated employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method markets in order which the Stations operate. Any person so retained is referred to ensure compliance herein as a “Transferred Employee.” If any Transferred Employee is subject to a written employment agreement with any entity other than the Internal Revenue Code and the Employee Retirement Income Security ActCompanies, Buyer shall assume Seller’s obligations under such agreement. As soon as practicable after the Closing, Seller Nothing in this Section 5.7 is intended to or shall cause to be transferred from Seller's pension and welfare benefit plans to require Buyer or its affiliates the Companies to employ or continue to employ any Transferred Employee for any period of time following the Closing or to continue to maintain any term or condition of employment or otherwise to treat any such employee on any basis other than as an amount employee-at-will (the "Benefit Assets Transfer Amount") equal subject to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect terms of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of contract covering such assetsTransferred Employee). With respect to any employees of the preceding sentenceCompanies that do not become Transferred Employees, a dollar for dollar adjustment Seller shall transfer such employees to one of its affiliates other than the Companies (and, where applicable, the Seller shall assume the employee’s employment agreement or cause it to be assumed by one of Seller’s affiliates other than the Companies) or otherwise have their employment terminated immediately prior to the purchase price Closing. Seller and Buyer shall each pay one-half of all applicable severance and other liabilities under Seller’s severance policy as in effect on the date hereof (a copy of which has been provided to Buyer) and any other amounts (regardless of whether denominated as severance) owing in connection with the termination of any written employment agreement owing to any employees of the Companies who do not become Transferred Employees or who become Transferred Employees but who are terminated during the first four (4) months following Closing (collectively, “Severance”), provided, however, that Seller’s liability with respect to Severance shall not exceed $1 million in the aggregate (including amounts paid by Seller’s affiliates under the APA) and Buyer shall be made liable for all other Severance. (c) Buyer shall grant credit to each Transferred Employee for all unused vacation accrued as of the Effective Time, and Buyer shall discharge the obligation to provide such leave to such employees (such obligations being a part of the Transferred Obligations). (d) Buyer shall permit Transferred Employees (and their spouses and dependents) to participate in its “employee welfare benefit plans” (including without limitation health insurance plans) and “employee pension benefit plans” (as defined in Section 3(1) and 3(2) of ERISA, respectively), with coverage effective immediately upon Closing (and without exclusion from coverage on account of any pre-existing condition unless Buyer determines in good faith that obtaining such coverage without such exclusion is not practicable because of a material increase in cost), with service with the Companies or Seller deemed service with the Buyer for purposes of any length of service requirements, waiting periods, vesting periods and differential benefits based on length of service, and with credit under any welfare benefit plan for any deductibles or co-payments paid for the current plan year under any plan maintained by Seller. (e) Buyer shall also permit each Transferred Employee who participates in the event Seller’s 401(k) plan to elect to make direct rollovers of their account balances into the Buyer’s 401(k) plan as of Closing (or as soon as practicable thereafter when Buyer’s 401(k) plan is capable of accepting such rollovers), including the direct rollover of any outstanding loan balances such that they will continue to make payments under the terms of such loans under the Buyer’s 401(k) plan, subject to compliance with applicable law results in and subject to the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsreasonable requirements of Buyer’s 401(k) plan.

Employees. As Offers of employment 7.1 SPS Australia must offer employment to those Employees it wishes to employ: (a) in respect of the ClosingKey Employees, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as prior to the particular individuals involvedCompletion Date, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and with effect from Completion; or (b) in respect of all other employee benefit plans and arrangements for Xxxxxxx employees which will provide Employees by letter, on terms substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs those specified in Annexure 3, on the Completion Date, with effect as from the date that each other Employee accepts the offer of employment, which must be no later than the Last Employee Transfer Date. 7.2 The terms of the date employment offered must be at least as favourable as the terms of Closing. IP employment of those Employees with the Vendors, except if an Employee’s compensation as at the Completion Date is materially higher than the prevailing market rate. 7.3 The parties must use all reasonable efforts to encourage the Employees to whom offers are made to accept SPS Australias offer as soon as possible after the offer is made and Xxxxx shall agree prior to the Last Employee Transfer Date. 7.4 LSA must ensure that all Transferring Employees are not restrained from commencing employment with SPS Australia on the relevant Employee Transfer Date by reason of a post-employment restraint. 7.5 As soon as possible after the Last Employee Transfer Date, LSA must confirm to SPS Australia in writing that it has delivered to each Transferring Employee a deed poll executed by LSA, stating that LSA waives all of its rights to restrain each Transferring Employee pursuant to any post-employment restraint. 7.6 At or before the Definitive Agreement to develop a transition plan relevant Employee Transfer Date, LSA must pay (in accordance with Sections 16-128 the relevant agreements, statutes or awards) to each Transferring Employee all salary, wages, bonuses, allowances or commissions and rostered days off for the period ending immediately prior to the Employee Transfer Date. 7.7 On and from the relevant Employee Transfer Date, SPS Australia must treat each Transferring Employee as having continuity of service for the purpose of all Employee Benefits. 7.8 For the avoidance of doubt, SPS Australia must Assume LSA’s liability for statutory long service leave entitlements of the Illinois Public Utilities Act to be offered to employees of Clinton prior to Transferring Employees and following Closing. IP will be responsible untaken statutory annual and personal leave entitlements for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsTransferring Employees.

Employees. (i) Seller is not bound by or a party to any collective bargaining agreement relating to the Purchased Businesses nor has Seller made any material commitments to any labour union or employee association with respect to any future agreements except the collective agreements and related documents, letters of understanding and letters of intent incorporated into and forming part thereof, each of which is listed in Schedule 3.1(l) (collectively, the “Collective Agreement”). (ii) Except for performance reviews and salary adjustments or other changes in the ordinary course of business, as required by Applicable Law or the Collective Agreement and consistent with Seller’s past practices, there have been no material changes in the terms and conditions of employment of any Employees of the Purchased Businesses. (iii) Seller has not experienced any work slowdowns, stoppages or strikes (legal or otherwise) since December 1, 2004. (iv) Seller has provided to Purchaser complete and accurate lists of the Employees as of May 8, 2008, specifying the length of hire for full-time Employees, job title or classification and rate of salary or hourly pay for each such Employee and a list of Inactive Employees stating whether such Inactive Employee is on short-term or long-term disability (if applicable). (v) Other than as set out in Schedule 3.1(l)(v), Seller has not entered into any employment or consulting Contract or other Contract with any officer, Employee or consultant providing for annual compensation (including salary or hourly pay) of $100,000 or more. (vi) Seller has provided to Purchaser a complete and accurate list of the Former Employees who terminated employment on or after December 1, 2004. As of the Time of Closing, Buyer will employ consistent with its business needs none of such Former Employees has any entitlements under the IP employees then working at Xxxxxxx Benefit Plans. Seller has provided to Purchaser a complete and those fully dedicated to Xxxxxxx accurate list of the Retired Employees who are on Xxxxxxx'x budget and payroll and Buyer will be given have entitlements under the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Benefit Plans as of the date Time of Closing. IP , in each case specifying their entitlements under such Benefit Plans. (vii) Seller is currently in rate group 2711 (Pulp Industry) for the Employees of the Purchased Businesses other than the Debert Nursery and Xxxxx shall agree rate group 0162 (Greenhouse Production Tree Industry Workers) for the Employees of the Debert Nursery for workers’ compensation purposes and during the past five years there has been no change in the Definitive Agreement rating assessment applicable to develop a transition plan rate group 2711 or rate group 0162 under Applicable Laws, except as described in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to Schedule 3.1(l)(vii). Seller’s workers’ compensation accounts are in good standing. (viii) All accruals for unpaid vacation pay, premiums and following Closing. IP will be responsible contributions for implementing Statutory Plans, accrued wages, salaries and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx commissions and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done Benefit Plan payments have been reflected in the most practical books and effective method records of Seller. (ix) Except as set out in order to ensure Schedule 3.1(f), Seller is in compliance with the Internal Revenue Code all Applicable Laws relating to employment, and the Employee Retirement Income Security Act. As soon as practicable after the Closingthere are no complaints, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer claims, charges, levies, assessments or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing penalties outstanding or, to Seller's transferred employees’s knowledge, (ii) an amount to be mutually agreed upon anticipated, nor are there any orders, decisions or convictions currently registered or outstanding by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to tribunal or agency against or in respect of Seller under any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect Applicable Laws relating to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsemployment.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated (a) Purchasers agree to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityuse commercially reasonable efforts, subject to agreement by IP and Buyer as the consent of any applicable insurer, to cause any pre-existing condition or waiting periods in its applicable welfare plans to be waived with respect to the particular individuals involvedEmployees who remain employed by the Acquired Companies as of January 1, 2019. No assets of any employee benefit plan maintained by Seller will be transferred to Purchasers or any Affiliate of the Purchasers, and any liabilities related to or arising out of such plans will remain with Seller. Purchasers will use commercially reasonable efforts, subject to the consent of any applicable insurer, to offer positions cause Purchasers’ or their Applicable Affiliates’ qualified and non-qualified retirement savings plans, health and welfare benefit plans, including but not limited to IP headquarters staff whose job responsibility is vacation plans, to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton Employees’ service with Seller and will adopt pension the Company for purposes of eligibility and other employee benefit plans vesting (including, without limitation, severance and arrangements vacation benefits), but not for Xxxxxxx employees which will provide substantially similar purposes of benefits accrual; provided that such service shall not be recognized to the extent such employees retained by Buyer as recognition would result in a duplication of benefits for the same period of service. (b) In the event any Employee shall be terminated after the Closing Date but on or before the first anniversary of the Closing Date in circumstances that would have entitled such employees would receive under IP's plans and programs Employee to severance pursuant to Seller’s severance plan in effect as of the date of Closing. IP and Xxxxx Closing Date, Purchasers shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer pay or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare paid to such Employee a severance benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension severance benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred payable under Seller’s severance plan had such Employee still been covered by it (or reimburse Seller for the amount of any severance benefit paid by Seller pursuant to such severance plan in excess of the amount of severance benefits paid by Purchasers or their Affiliates). (c) Seller acknowledges that Purchasers shall not be responsible for severance, if any, which may be due to the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, extent an Employee voluntarily terminates employment with Seller or the Company following the announcement of this Agreement but not limited to, long-term trust earningsprior to the Closing.

Employees. (a) As promptly as practicable after the Effective Time as determined in the reasonable discretion of the ClosingBuyer, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is agrees to provide support the employees of LNB who remain employed after the Effective Time (“Continuing Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those maintained by Buyer for Xxxxxxxsimilarly-situated employees of Buyer. Buyer will recognize the unions which currently represent employees at Clinton treat, and will adopt pension and other employee cause its applicable benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as treat, the service of the date Continuing Employees with LNB as service rendered to Buyer or any of Closing. IP and Xxxxx shall agree in the Definitive Agreement its Subsidiaries for purposes of eligibility to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx participate, vesting and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (other appropriate benefits including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution applicability of minimum waiting periods for participation (but not for benefit accrual under any such applicable plan) and not for participation in or accrual under any retiree health plan or executive supplemental retirement plan of Buyer or any other entity which together with Buyer would be deemed a “single employer” within the meaning of Section 4001 of ERISA or Code Sections 414(b), (c) or (m). Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any Continuing Employee as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of LNB immediately prior to the Effective Time, and any deductibles, co-payments or out-of-pocket expenses paid under any of LNB’s health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to transferred employees Buyer of appropriate documentation. Buyer agrees to pay to each employee of LNB that are outstanding as of the transfer dateis not covered by a written employment agreement or other agreement providing for severance and either (i) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to is not offered continued employment by Buyer or its affiliates an amount (Subsidiaries after the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesEffective Time, or (ii) an amount is terminated by Buyer or any of its Subsidiaries, without cause, within six months following the Effective Time, a severance payment equal to two weeks of his or her then current base salary multiplied by the number of total completed years of service with the LNB; provided, however, that the minimum severance payment shall equal four weeks of his or her base salary and the maximum severance payment shall not exceed 26 weeks of his or her base salary. For the purposes of this Section 6.5(a), “Cause” means the employee’s poor job performance, personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, failure to perform stated duties, violation of any law, rule or regulation(other than traffic violations or similar offenses) or final cease-and-desist order. Notwithstanding the foregoing, nothing in this Agreement will be deemed to be mutually agreed upon by the parties equal to the value a guaranty of retiree medical employment for any specified period and life insurance benefits for each transferred nothing herein will confer on any employee accrued through the date immediately preceding Closingof LNB, less (iii) Buyer or any payment made to of its Subsidiaries any right of employment or in respect of right under any transferred employee who retires specific benefit plan, program, policy or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsarrangement.

Employees. As (a) Each Seller has provided the Purchaser with a true, correct and complete list of all of such Seller's employees indicating the Closingrate of pay of each such employee during the twelve months preceding the date hereof and the location of such employee. Each Seller shall pay all amounts of wages, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension bonuses and other employee benefit plans remuneration (including, without limitation, discretionary benefits and arrangements for Xxxxxxx employees which will provide substantially similar benefits bonuses) payable to such employees retained by Buyer as with respect to the period ending on the day prior to the Closing Date, together with any worker's compensation claims or amounts payable on an ongoing basis to such employees would receive under IP's plans and programs in effect connection with events occurring prior to the Closing Date. (b) The Purchaser will offer employment to all Persons employed as of the date of Closing. IP Closing Date (the "Continuing Employees") on terms and Xxxxx shall agree conditions which are in the Definitive Agreement aggregate substantially equivalent to develop a transition plan in accordance those applicable to such Persons' employment with Sections 16-128 the Sellers as of the Illinois Public Utilities Act Closing Date. Nothing in this Section 9.8 shall obligate the Purchaser to be offered continue to employees employ any Continuing Employee for any period of Clinton prior to and following Closing. IP time. (c) The Sellers will be responsible for implementing and funding shall pay (i) to the transition plan for employees Purchaser at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer Closing an amount equal to all vacation pay, sick leave pay and floating holiday pay earned or accrued by the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding Continuing Employees as of the transfer dateclose of business on the Closing Date, including any related payroll burden (FICA and other employment taxes) representing with respect thereto, whether or not such pay is vested or has been accrued on the account balances books of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingSellers at such close of business, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesremuneration of such Continuing Employees, normally used in computing such vacation pay, sick leave pay and floating holiday pay and (ii) an amount to be mutually agreed upon by the parties equal to the value appropriate Continuing Employee, all severance payments (if any) due to Continuing Employees as a result of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect termination of any transferred employee who retires or otherwise terminates their employment with Buyer after Closing the Seller. (d) Each Seller has provided the Purchaser with a true, correct and before complete list of all Continuing Employees employed by such Seller indicating the date amount of the transfer of each such assets. With respect to the preceding sentenceContinuing Employee's severance payments (if any) and earned or accrued vacation pay, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningssick leave pay and floating holiday pay.

Employees. As (a) Seller agrees to provide Buyer with an updated Schedule of Business Employees at Closing which includes each of the Closing, Buyer will employ consistent employees engaged by Seller principally in connection with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Stations as of the date immediately prior to the Closing Date (each a “Station Employee” and collectively, the “Stations’ Employees”), including each of Closingtheir respective job titles, dates of hire and rates of pay. IP Buyer shall offer employment as of the Closing Date to all Stations’ Employees and Xxxxx shall agree assume all obligations of Seller under the employment and compensation agreements set forth on Schedule 1.1(c) hereto. As of the Closing Date, Buyer shall employ upon terms offered by Buyer each such Station Employee (other than Wxxxx Xxxxxxx and for the avoidance of doubt Pxxxx Xxxxxxx) who accepts Buyer’s offer of employment (“Transferred Employees”) at a salary and at a position that are comparable to those provided by Seller immediately before the execution hereof; provided that Buyer shall assume all obligations of Seller under the employment and compensation agreements set forth on Schedule 1.1(c) hereto. As of the Effective Time, Buyer shall cause all such Transferred Employees who are not covered under the terms of a collective bargaining agreement (collectively, the “Transferred Non-CBA 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”) under terms and conditions that, in the Definitive Agreement aggregate, are equivalent to develop the terms and conditions under which similarly situated employees of the Buyer participate in the Buyer Benefit Plans or as otherwise required pursuant to any employment and compensation agreements set forth on Schedule 1.1(c) hereto. Buyer shall further cause each Buyer Benefit Plan, as may apply, to recognize service of the Transferred Non-CBA Employees with Seller for purposes of eligibility and vesting only; provided that 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; provided, however, any severance benefits paid under a transition Buyer Benefit Plan shall be offset by any severance benefits paid to a Transferred Non-CBA Employee under any Employee Benefit Plan, employment or compensation agreement, or any other severance arrangement provided for in this Agreement, including the severance arrangements described on Schedule 5.12. Buyer shall give Transferred Non-CBA Employees credit under the Buyer Benefit Plans for any deductibles or co-payments paid for the current year under any plan maintained by Seller. Buyer shall provide Transferred Employees who are covered under the terms of a collective bargaining agreement (the “Transferred CBA Employees”) benefits in accordance with Sections 16-128 the terms of such agreement. (b) With respect to any Employee Benefit Plan that includes a cash or deferred arrangement under Section 401(k) of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to Code (employed by“Seller’s 401(k) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated Plan”), Seller shall (except for causei) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding fully vest as of the transfer date) representing the account balances Closing Date all accounts of all transferred employees. This transfer will be done participants in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount"401(k) equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesPlan who are Business 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 and Seller effecting any amendments to Seller’s 401(k) Plan necessary to authorize such rollovers, allow Transferred Employees to rollover outstanding participant loans under Seller’s 401(k) Plan and not treat such loans as in default. Seller shall use commercially reasonable efforts to amend Seller’s 401(k) Plan to the extent necessary to accomplish the foregoing, including if necessary, amending Seller’s 401(k) Plan to provide that a “severance from employment” in connection with the transactions contemplated by this Agreement shall be a distributable event for purposes of Section 401(k)(2) of the Code. (c) With respect to all Stations Employees, Seller shall be responsible for all compensation and benefits arising prior to the Effective Time (in accordance with Seller’s employment terms), and, with respect to all Transferred Employees, Buyer shall be responsible for all compensation and benefits arising after the Effective Time (in accordance with Buyer’s employment terms or the terms of the employment and compensation agreements set forth on Schedule 1.1(c) hereto, as applicable). Notwithstanding anything herein to the contrary, (i) Buyer shall grant credit to Transferred Employees for all unused annual vacation and sick leave listed on Schedule 5.12 that has been accrued as of the Effective Time as set forth on an amount update to such schedule which Seller shall prepare and deliver to Buyer at least five (5) Business Days prior to the Closing Date and Buyer shall assume and discharge Seller’s obligation to provide such leave to such Transferred Employees (such obligations being a part of the Assumed Obligations), and (ii) effective at the Effective Time, Buyer shall assume the severance arrangements set forth on Schedule 5.12 as updated by Seller at least five (5) business days prior to the Closing Date (such obligations being a part of the Assumed Obligations) provided, however, that Buyer shall have no liability for any severance or for vacation and sick leave with respect to any Stations Employees who are not Transferred Employees. (d) Except as otherwise specifically provided in this Agreement, Seller will fully provide or pay for all liabilities or obligations to the Stations Employees under all Employee Benefit Plans, but excluding any employment contracts and compensation arrangements set forth on Schedule 1.1(c) hereto that Buyer assumes pursuant to the terms hereof. Buyer shall assume all liability and responsibility for “COBRA” healthcare continuation coverage required to be mutually agreed upon by offered and provided under Section 4980B of the parties equal Code and Sections 601-608 of ERISA to employees and former employees (including independent contractors) of Seller and any other COBRA qualified beneficiaries under Seller’s health plan(s) who have elected or are eligible to elect COBRA continuation coverage as of or prior to the value of retiree medical and life insurance benefits for each transferred Closing Date or who incur a COBRA qualifying event in connection with the transactions contemplated by this Agreement. Buyer shall maintain employee accrued benefit plans providing healthcare coverage sufficient to meet its obligations under this paragraph through the date immediately preceding Closing, less (iii) any payment made on which all obligations to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsprovide “COBRA” healthcare continuation coverage under this paragraph cease.

Employees. As of the ClosingEnerMark will, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as not less than one week prior to the particular individuals involvedEffective Date, determine the employees of Focus and its subsidiaries ("Focus Employees") who will either be offered employment with EnerMark or be provided with confirmations of employment, as the case may be, (such Focus employees being the "Continuing Employees"). The Continuing Employees, unless their employment is terminated, shall continue their employment on the terms and conditions comparable, in the aggregate, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxxthe terms and conditions on which they are currently employed. Buyer will recognize In the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of event that the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveany Focus Employee is not continued as a Continuing Employee for reason other than voluntary resignation, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to such employee shall be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal entitled to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as payment of the transfer date) representing the account balances of all transferred employees. This transfer will be done a severance payment in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed by the Parties, acting reasonably. Enerplus and Focus acknowledge that the Transaction will result in a "change of control" for purposes of the unit award incentive plan ("UAIP"), the trust unit rights incentive plan ("TURIP") (the UAIP and the TURIP are collectively referred to as the "Focus Incentive Plans") and the Focus executive employment agreements. The parties agree that upon approval of the Transaction by Focus Unitholders, and prior to the effective date of the Transaction, all outstanding unit and right entitlements under such plans may be amended, to the extent necessary, to allow the payment of all entitlements in cash. In calculating the cash entitlement under the UAIP, Focus shall used the five day volume weighted average trading price of the Focus Units during the five trading days ending on the second business day immediately prior to the effective date of the Transaction (the "VWAP") and, in calculating the cash entitlement under the TURIP, Focus shall use the VWAP less the exercise price (adjusted for the January distribution). In addition, Focus may purchase and cancel all of the "out-of-the-money" rights under the TURIP at an amount of not more that $0.01 per right. To the extent that the holders do not elect to receive cash under the UAIP, as amended, such unit shall be paid in Focus Units. To the extent that all of the holders of rights under the TURIP do not exercise such rights, elect to receive cash or sell to Focus the "out-of-the-money" rights, the TURIP plan shall be amended such that holders of rights shall only be entitled receive Enerplus Units in accordance with the ratio set forth in Section 1. The accompanying disclosure letter dated the date hereof and executed by the parties based upon (the projected costs to cover pension benefit obligations owing to Seller's transferred employees"Disclosure Letter") includes a bona fide, (ii) an amount to be mutually agreed upon good faith estimate by the parties equal Focus as of December 2, 2007, having regard to the value assumptions set forth in the Disclosure Letter, of retiree medical all obligations of Focus pursuant to all employment or consulting services agreements, termination, severance and life insurance benefits retention plans or policies for each transferred employee accrued through severance, termination or bonus payments or any other payments related to any Focus incentive plan (including the date immediately preceding ClosingFocus Incentive Plans), less (iii) any payment made to arising out of or in respect connection with the Transaction (collectively, the "Focus Change of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date Control Payments"). The Focus Change of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price Control Payments shall be made paid in accordance with their terms and in any event as soon as is reasonably practicable following the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsEffective Date.

Employees. As (a) All persons who are employees of Community Bank immediately prior to the Effective Date and whose employment is not specifically terminated at or prior to the Effective Date (a "Continuing Employee") shall, at the Effective Date, remain employees of Community Bank. All of the Closing, Buyer Continuing Employees shall be employed at the will employ consistent with of Community Bank and no contractual right to employment shall inure to such employees because of this Agreement. NASB Holding will use its business needs best efforts to retain all of the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityof Community Bank, subject to agreement the qualifications of such employees and the needs of NASB Holding. At any time after the receipt of the Requisite Regulatory Approvals and Stockholder approval for the transactions contemplated by IP this Agreement, or by mutual consent prior thereto, CBES shall (i) allow NASB Holding to conduct interviews with the existing employees of CBES and Buyer Community Bank and to communicate with the employees regarding the terms of their employment which will be in effect on or after the Effective Date and (ii) allow NASB Bank to conduct training sessions for employees of CBES and its Subsidiaries at NASB Bank's or Community Bank's facilities. All such training sessions shall be scheduled so as to have minimal impact upon the employees' performance of their normal daily duties. (b) Immediately following the Effective Date, each Continuing Employee shall be eligible to participate in NASB Holding's or NASB Bank's benefit plans on the same basis as a new employee of NASB Holding's or NASB Bank's (it being understood that inclusion of Continuing Employees in NASB Holding's or NASB Bank's benefit plans may occur at different times with respect to different plans). Service with CBES or its Subsidiaries shall be treated as service with NASB Holding or NASB Bank for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any NASB Holding or NASB Bank "welfare benefit plan", as defined in Section 3(1) of ERISA. Each Continuing Employee shall receive credit for service with CBES or its Subsidiaries for purposes of any employee benefit plans or computing vacation pay benefits. (c) CBES shall retain all existing life insurance policies owned by CBES. (d) CBES shall not encourage the further exercise of any CBES Options and shall advise optionees as to the particular individuals involvedpayments to which they will be entitled hereunder. (e) Prior to September 30, to offer positions to IP headquarters staff whose job responsibility is 2002, Community Bank shall fund the CBES Employee Stock Ownership Plan (the "ESOP") with the scheduled contribution of Twenty Four Thousand Nine Hundred Sixty Five and 80/100 Dollars ($24,965.80) to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent ESOP funds to pay the principal and interest due on the CBES loan to the ESOP from CBES; provided, however, that the amount of such payment from Community Bank to the ESOP may be adjusted if the total amount of scheduled interest due on the loan to CBES changes due to a variation in the adjustable interest rate of the loan; and provided, further, that if the Effective Date of the Merger occurs after December 31, 2002, Community Bank shall fund the CBES ESOP with the scheduled contribution payment necessary to provide the ESOP funds to pay the principal and interest due on the CBES loan to the ESOP from CBES. (f) Prior to the Effective Date, the ESOP shall be amended to state that any Merger Consideration remaining after repayment of the loan between CBES and the ESOP shall be allocated as investment earnings of the ESOP to the ESOP accounts of employees at Clinton of Community Bank or any of its Subsidiaries who are ESOP participants and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits beneficiaries ("ESOP Participants") in accordance with the terms of the ESOP as amended with respect to such employees retained by Buyer termination and as such employees would receive under IP's plans and programs in effect on the Effective Date. All ESOP Participants shall fully vest and have a non-forfeitable interest in their accounts under the ESOP determined as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security ActEffective Date. As soon as practicable after the ClosingEffective Date, Seller any loan between CBES and the ESOP shall cause be repaid in full from the Merger Consideration received by the ESOP for unallocated shares of CBES Common Stock held by the ESOP upon the conversion of such shares into cash pursuant to be transferred from Seller's pension this Agreement. As soon as reasonably practicable after the ESOP loan has been repaid, NASB Holding shall terminate the ESOP and welfare benefit plans shall file an application for determination with the Internal Revenue Service ("IRS") as to Buyer or the tax qualified status of the ESOP upon its affiliates an amount termination under Section 401(a) and 4975(e)(7) of the IRC (the "Benefit Assets Transfer AmountDetermination Letter") equal ). As soon as reasonably practicable after the receipt of a favorable Determination Letter from the IRS, NASB Holding shall instruct the ESOP Trustee to make distributions of the benefits under the ESOP to the total ESOP Participants in accordance with the provisions of the ESOP. (g) NASB Holding agrees to honor the terms and conditions of all Director Emeritus Agreements by and between Community Bank and certain directors of Community Bank, a copy of each of which is attached to CBES's Disclosure Letter, and NASB Holding agrees that the benefits to be paid to each affected director shall be the amount accrued on the books and records of Community Bank as of the last day of the calendar month preceding the Closing Date, which amount shall not be less than the amount shown in CBES's Disclosure Letter. (h) NASB Holding agrees to honor the terms and conditions of all Salary Continuation Agreements by and between Community Bank and certain employees of Community Bank, a copy of each of which is attached to CBES's Disclosure Letter, and NASB Holding agrees that the benefits to be paid to each affected employee shall be the amount accrued on the books and records of Community Bank as of the last day of the calendar month preceding the Closing Date, which amount shall not be less than the amount shown in CBES's Disclosure Letter. (i) NASB Holding agrees to honor the terms and conditions of (i) an amount to the Community Bank Severance Plan, which Severance Plan shall not be mutually agreed upon revoked, terminated, modified or amended by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesNASB Holding or its Subsidiaries or its successors and assigns, (ii) an amount to be mutually agreed upon the Employee Bonus Agreements by the parties equal to the value and between Community Bank and certain employees of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding ClosingCommunity Bank, less (iii) any payment made the Severance Agreement, as amended, by and between Xxxxxx X. Xxxxxxx and Community Bank and (iv) the Severance Agreement , as amended, by and between Xxxxxxxx X. Xxxxxxxxx and Community Bank; a copy of each of which is attached to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsCBES's Disclosure Letter.

Employees. As (a) Buyer shall offer employment to each employee of Seller (other than any employee listed by Seller as an “Excluded Employee” on Schedule 5.7(a) (each such listed employee, an “Excluded Employee”)) who (i) is assigned to work exclusively in the operation of the Stations as of the Effective Time and is an active employee of Seller as of the Effective Time (collectively, “Active Employees”), (ii) is assigned to work exclusively in the operation of the Stations as of the Effective Time and is an inactive employee of Seller as of the Effective Time, including but not limited to employees on paid or unpaid leave of absence, short-term disability or long-term disability (collectively, “Inactive Employees”), or (iii) is listed by Seller as an “Additional Employee” on Schedule 5.7(a) (collectively, “Additional Employees”). Buyer shall offer employment effective as of the Effective Time to each Active Employee and Additional Employee who is actively employed as of the Effective Time. Buyer’s offer of employment to each Inactive Employee and each Additional Employee who is not actively employed as of the Effective Time shall be made promptly when such employee is eligible to return to active service; provided such employee has a right to re-employment under applicable laws or Seller’s employment policies. Such offers of employment to the Active Employees and the active Additional Employees shall be made at least ten (10) business days prior to the Closing Date and must remain outstanding for at least five (5) business days but in no event later than the business day immediately preceding the Closing Date. Buyer shall employ each such employee who accepts Buyer’s offer of employment prior to the Effective Time (collectively, the “Transferred Employees”) as of the Effective Time. At the Closing, Buyer will employ consistent shall provide Seller with its business needs a list of the IP Transferred Employees. Inactive Employees and inactive Additional Employees shall be treated as “Transferred Employees” when they commence work with Buyer. Schedule 5.7 shall include a complete list of the Active Employees, the Inactive Employees and the Additional Employees, and each such employee’s date of hire, salary or wage rate, bonus or commission opportunity and, if applicable, reason for inactive status. (b) Buyer assumes all responsibility for compliance with the Worker Adjustment and Retraining Notification Act (the “WARN Act”), or all similar state and local laws, with respect to the Stations’ employees, and Buyer assumes any and all liabilities arising under the WARN Act or such state and local laws for any such non-compliance, whether such claims are made by any governmental authority or by any employee of the Stations. (c) Buyer covenants and agrees that, with respect to each Active Employee, Inactive Employee and Additional Employee to whom the Buyer is obligated to make an offer of employment pursuant to Section 5.7(a) (other than such employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer subject to a collective bargaining agreement or party to an employment agreement or other agreement that provides for severance), such offer will be given for a position of employment or as an independent contractor where there is no reduction in Base Pay (as defined in the opportunity“Clear Channel Severance Plan for Sales of Non-Core Radio and Television Stations” (the “Severance Plan”), which is attached hereto as Schedule 5.7(c)), or scheduled hours as determined immediately prior to the Effective Time and where the primary place of employment or performance of services does not require the employee to commute more than thirty (30) miles further than such employee’s commute as it existed at the Effective Time. Buyer further covenants and agrees that (i) Buyer shall initially employ each Transferred Employee, subject to Buyer’s standard human resources policies and procedures, (ii) for a period commencing at the Effective Time and ending on the earlier of (x) one year following the Effective Time and (y) termination of the applicable Transferred Employee’s employment with Buyer, Buyer shall pay each non-union Transferred Employee who does not have an existing employment agreement a salary or wage rate that is not less than the Base Pay paid to such Transferred Employee by IP Seller immediately prior to the Effective Time, and (iii) for a period commencing at the Effective Time and ending on the earlier of (x) one year following the Effective Time and (y) termination of the applicable Transferred Employee’s employment with Buyer, Buyer shall provide bonus or commission opportunities that are substantially comparable, in the aggregate, as those provided to the non-union Transferred Employees who do not have existing employment agreements by Seller immediately prior to the Effective Time (excluding all equity related, transaction bonus, retention bonus or similar incentive plans). With respect to the Transferred Employees, Seller shall be responsible for all compensation and benefits arising prior to the Effective Time (in accordance with Seller’s employment terms), including any retention or transaction bonus, and Buyer shall be responsible for all compensation and benefits arising after the Effective Time (in accordance with Buyer’s employment terms). Buyer shall grant credit to each Transferred Employee for all unused vacation and sick leave accrued as to of the particular individuals involvedEffective Time as an employee of Seller, to offer positions to IP headquarters staff whose job responsibility is and Buyer shall assume and discharge Seller’s obligation to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton such vacation and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits sick leave to such employees retained by (such obligations being a part of the Assumed Obligations) to the extent included in the Final Net Working Capital calculation. (d) Without limiting Section 5.7(c), Buyer will provide each non-union Transferred Employee who does not have an existing employment agreement and who experiences a termination of employment without “cause” (as reasonably defined in Buyer’s severance plan) during the one-year period following the Effective Time with cash severance pay subject to the terms of Buyer’s severance plan that is not less than the amount of cash severance pay in accordance with the levels set forth in Section III of the Severance Plan and using such employees would receive under IP's plans Transferred Employee’s salary and programs in effect service (including past service) as of the date of Closingtermination. IP If Buyer does not maintain an Applicable Base Benefit rate (“ABBR”) for commissioned or partially-commissioned employees, such employees’ base pay will be calculated on the basis of such employee’s average monthly salary, wages and Xxxxx commissions paid during the three-month period preceding the date of termination. (e) Buyer shall agree permit Transferred Employees (and their spouses and dependents) to participate in its “employee welfare benefit plans” (including without limitation health insurance plans) and “employee pension benefit plans” (as defined in ERISA) in which similarly situated employees of Buyer are generally eligible to participate (or if Buyer does not have such plans or does not have similarly situated employees, Buyer shall establish or make available employee welfare benefit plans and employee pension benefit plans, in which Transferred Employees (and their spouses and dependents) will be entitled to participate, having terms and conditions that provide benefits to such participants that are substantially comparable, in the Definitive aggregate, to the benefits provided to such participants under Seller’s plans immediately prior to Closing), with coverage effective immediately upon Closing (and without exclusion from coverage on account of any pre-existing condition), with service with Seller deemed service with Buyer for purposes of eligibility, waiting periods, vesting periods and differential benefits based on length of service (but without duplication of benefits), and with credit under any welfare benefit plan for any deductibles or co-insurance paid for the current plan year under any plan maintained by Seller. (f) Buyer shall also permit each Transferred Employee who participates in Seller’s 401(k) plan to elect to make direct rollovers of their account balances into Buyer’s 401(k) plan as soon as administratively feasible after Closing, including the direct rollover of any outstanding loan balances such that they will continue to make payments under the terms of such loans under Buyer’s 401(k) plan, subject to compliance with applicable law and subject to the reasonable requirements of Buyer’s 401(k) plan. (g) Buyer shall recognize each Labor Union as the exclusive representative of the specific group of Transferred Employees that such Labor Union represents pursuant to the Collective Bargaining Agreement to develop which it is a transition plan party. Buyer shall adopt each Collective Bargaining Agreement and assume all obligations under such Collective Bargaining Agreement that arise out of, or are attributable to, the period from and after the Effective Time and the obligation for payment of all wages and other cash compensation accrued as of the Effective Time, solely to the extent included in the Final Net Working Capital Calculation, and all other costs and liabilities between Seller and such Labor Union applicable to such collective bargaining relationship (excluding any withdrawal liabilities under any Multiemployer Plan and all contributions due to any Multiemployer Plans, both with respect to the period (or portion thereof) prior to the Effective Time, and all wages or other cash compensation accrued as of the Effective Time, except to the extent included in the Final Net Working Capital calculation). (h) With respect to each Multiemployer Plan set forth in Schedule 2.11, in accordance with Sections 16-128 Section 4204 of ERISA to avoid any complete or partial withdrawal from any such Multiemployer Plan, the parties agree as follows: (i) Buyer shall continue to contribute to such Multiemployer Plan with respect to the operations associated with the Station Assets in substantially the same number of contribution base units to which Seller had an obligation to contribute to such Multiemployer Plan as of the Illinois Public Utilities Act Closing; and (ii) Buyer shall provide to be offered the Multiemployer Plan a bond or other surety acceptable to employees the Multiemployer Plan that conforms to all the requirements of Clinton prior Section 4204(a)(1)(B) of ERISA; and (iii) if Buyer withdraws in a complete withdrawal, or partial withdrawal with respect to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx operations associated with the Station Assets, from such Multiemployer Plan during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable first five plan years following the Closing, IP will transfer or cause notwithstanding Seller’s indemnification rights set forth in Section 9 herein, Seller shall be secondarily liable for any withdrawal liability Seller would have had to such Multiemployer Plan with respect to the operations associated with the Station Assets (but for the operation of Section 4204 of ERISA), if the liability of Buyer with respect to such Multiemployer Plan is not paid. The Seller and Buyer shall reasonably cooperate to determine the amount of potential withdrawal liability in the event a complete withdrawal from the IBEW Pacific Coast Pension Fund occurred as of the Closing Date. The Buyer expects that such potential liability to be transferred approximately $375,000 and that there is no additional cost to defined contribution plans established and/or already maintained by the Buyer arising by reason of complying with Section 4204 of ERISA with respect to the transactions contemplated by this Agreement. If Buyer or its successors or assigns were to incur complete or partial withdrawal from the IBEW Pacific Coast Pension Fund and its withdrawal liability is greater than $562,500 by reason of complying with Section 4204, then the Seller shall pay to the Buyer and its successors or assigns an amount equal to the assets net after-tax cost (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of i.e. taking into account the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect deductibility of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer such payment) of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsliability.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect (a) Effective as of the date Effective Date, VideoPropulsion --------- shall offer employment to all persons who are Employees. VideoPropulsion shall on the Effective Date assume the employment responsibilities for each Employee and shall offer to return each such employee to a position with job responsibilities comparable to such employee's prior position of Closing. IP and Xxxxx shall agree employment in the Definitive Agreement Division if such position is available or if required by law, or otherwise to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act any other open position for which such employee is qualified. (b) Employees (and their dependents and beneficiaries) shall be provided compensation and benefits by VideoPropulsion comparable to be offered compensation and benefits being provided to employees of Clinton them by GENROCO immediately prior to the Effective Date. (c) Employees shall be given credit for GENROCO service under VideoPropulsion's benefit plans. (i) GENROCO, in good faith, will calculate the estimated liability amount related to Employees' unpaid and following Closingaccrued vacation expense earned for the period January 1, 2000 through ------- --, 2000. IP GENROCO will remit to VideoPropulsion cash equal to 1.0765 times this liability amount. (ii) VideoPropulsion will assume all liability related to Employees' payroll taxes. VideoPropulsion will remit the payroll taxes to the appropriate regulatory authorities. GENROCO will not be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause payroll taxes relating to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less Employees. (iii) any payment made GENROCO will calculate all wages due to Employees for the payroll period ending on ------- --, 2000. GENROCO will directly remit such wages, net of deductions, to all Employees. On and after the Effective Date, VideoPropulsion shall remain solely liable for all compensation and wages to be paid to Employees. (iv) VideoPropulsion will assume all liability relating to Employees' compensation for holidays occurring on or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date Effective Date. (v) Any disputes concerning the calculation of the liability will be resolved by the dispute resolution provisions of this Agreement. (e) Both before and after the Effective Date, GENROCO and VideoPropulsion shall coordinate with each other and shall take all actions necessary to effect the smooth transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsEmployees and continuing benefit coverage and administration.

Employees. As On or prior to ten days before the Effective Time of Closing, or within such shorter period as Buyer and Seller may agree upon, Buyer shall deliver to Seller a list of employees Buyer desires to hire as employees of Buyer (the "New Buyer Employees") immediately after the Effective Time of Closing. Buyer shall not be under any obligation to hire any employees of Seller. Seller shall, immediately prior to the Effective Time of Closing, terminate the employment with Seller of all of the employees of Seller employed in the Business, and Seller shall be responsible for any notice to employees required under the WARN Act, if any. On or prior to the Effective Time of Closing, Seller shall make all payments to said employees for wages, commissions, bonuses, vacation, severance and other similar forms of compensation, where applicable, owing to or accrued by said employees prior to and up to the Effective Time of Closing; provided, however, that with respect to New Buyer Employees, Buyer shall credit such employees with vacation and sick leave benefits which approximate as near as practicable the vacation and sick leave accrued while such employees were employed by Seller (the "Credited Benefits"). Seller shall prepare a schedule of the Credited Benefits as of a date ten days prior to the Effective Time of Closing, or as of such other date as Buyer and Seller may agree upon, setting forth the names of the New Buyer Employees and the value of the Credited Benefits for each New Buyer Employee (the "Credited Benefits Schedule") based on rates of pay then in effect. At the Closing, Buyer will employ consistent with its business needs shall subtract from the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are Purchase Price the aggregate value of the Credited Benefits as set forth on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for XxxxxxxCredited Benefits Schedule. Buyer will recognize shall not be obligated to Seller or any other party for any labor-related obligations or liabilities arising out of any person's employment with the unions which currently represent employees at Clinton Seller, and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits Seller agrees to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as satisfy said obligations and/or liabilities, regardless of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to whether said persons become employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsBuyer.

Employees. As The Buyer shall have the right, but is not obligated, to offer employment to any person employed by the Seller in connection with the Restaurant Business except as provided in Section 3.2.4; provided, however, that Buyer agrees that it will offer employment to Sara Lake and Michel Maisonneuve which provides for their employment xxx xxx less xxxx xxx (0) xxxx after Closing (subject to termination for Cause or without Cause upon payment of severance with base salaries for such period in the same amount as each such person was paid for the Seller's last fiscal year ended prior to Closing) so long as the restaurants in the aggregate have the same or greater economic performance (without allocation of general administrative expenses) as that achieved in such fiscal year and with bonuses and benefits equal to or better than those offered by Buyer or Guarantor to their employees. Except as otherwise expressly provided in this Agreement, the Buyer and Seller each hereby acknowledge and agree that the Buyer does not hereby assume any past or future obligation of the ClosingSeller to any person who is, was, or becomes an employee of Seller, whether or not the Buyer offers employment to such person. Seller agrees to be responsible for bonuses due, if any, to Victor M. Gonzalez, Sara Lake, and Michel Maisonneuve, for the applixxxxx xxxxx xxxxxx pxx-xxxxx througx xxx Xxxxxxx Xxxx, but not for any bonuses that may be due thereafter. Buyer agrees that following the Closing and continuing until at least March 31, 2004, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated (if available to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan or Guarantor in accordance with Sections 16-128 their current coverages) provide to Victor M. Gonzalez, Sara Lake and Michel Maisonneuve, and all other xxxxxxxxx xx Xxxxxr xxx xxx xoverex xxxxx Xxxxxx'x xedical and hospitalization coverage at the time of the Illinois Public Utilities Act to be offered to employees of Clinton prior to Closing, and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred employed by Buyer, equal or better coverage to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) that provided by Xxxxx during the twenty-four (24) month period following ClosingSeller. Following such date, Buyer shall provide its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets reasonable medical and hospitalization coverage (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans if available to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount"Guarantor in accordance with their current coverages) equal or better than that provided by Buyer or Guarantor to the total its own employees of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeessimilar corporate position and salary, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical with no gaps in coverage, no waiting periods, and life insurance no exclusions for prior conditions. All benefits provided for each transferred employee accrued through the date immediately preceding ClosingVictor M. Gonzalez, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing Sara Lake and before the date of the transfer of such assets. With respect to the preceding sentenceMichel Maisonneuve shall take into xxxxxxx, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsxxx xxxxn xxxxxx xxr prixx xxxxxxx xxxx Xxller.

Employees. As (i) Buyer currently intends to cause NLASCO and its Subsidiaries to continue to employ their respective employees (the “Transferred Employees”) at substantially the same salaries and wages and with employee benefits which are no less favorable in the aggregate to the Transferred Employees than those available to Buyer’s similarly situated employees at the Closing Date. Notwithstanding the foregoing, nothing contained in this Section is intended to affect the employment at will status of any of the ClosingTransferred Employees absent a separate written agreement expressly intended to accomplish the same. (ii) Buyer does not believe that any Transferred Employees will be entitled to receive any severance or other comparable benefit as a direct or indirect result of the transactions contemplated by this Agreement. If, after the Closing Date, NLASCO or any Subsidiary terminates the employment of any Transferred Employee, then Buyer will employ consistent with and/or its business needs Affiliates shall pay to such terminated Transferred Employee severance or other benefits comparable to the IP severance or other benefits that other employees then working of Buyer, occupying a position comparable to that occupied by the terminated Transferred Employee, would receive under Buyer’s employment practices and policies or under Buyer’s Employee Benefit Plans in place at Xxxxxxx the time that such termination occurs. (iii) Buyer shall use commercially reasonable efforts to cause NLASCO and those fully dedicated its Subsidiaries to Xxxxxxx who are on Xxxxxxx'x budget continue to maintain any current Employee Benefit Plans of NLASCO or its Subsidiaries that currently provide life insurance, disability, medical or dental benefits to the Transferred Employees for not less than six months after the Closing Date. Buyer thereafter shall make available to the Transferred Employees benefits comparable to other employees of Buyer, occupying a position comparable to that occupied by the Transferred Employee. If Buyer elects to cause the Transferred Employees to be covered by Employee Benefit Plans maintained by Buyer rather than continue the Employee Benefit Plans of NLASCO or its Subsidiaries, each Transferred Employee, (i) shall be given service credit, for time employed by NLASCO or its Subsidiaries, for the purpose of determining eligibility under the Employee Benefit Plans maintained by Buyer; and payroll and Buyer (ii) will be given credit under the opportunityhealth plan maintained by Buyer for the deductibles paid since the first day of January of the year in which the Closing shall have occurred, subject under the health plan maintained by NLASCO or its Subsidiaries. Additionally, Buyer shall use commercially reasonable efforts to agreement by IP and Buyer as cause any preexisting conditions restrictions under Buyer’s health or other welfare benefit plan to be waived to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is extent necessary to provide support for Xxxxxxx. Buyer will recognize immediate coverage under Buyer’s plan. (iv) To the unions which currently represent employees at Clinton extent permitted by law and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained the terms of the defined contribution plan maintained by Buyer as such employees would receive under IP's plans and programs in effect as of (the date of Closing. IP and Xxxxx “Buyer 401(k) Plan”), Buyer shall agree permit (but not require) the Transferred Employees who are participants in the Definitive Agreement NLASCO 401(k) Plan to develop a transition elect to roll over any assets distribution from such plan in accordance with Sections 16-128 of the Illinois Public Utilities Act upon its termination directly to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.401(k)

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of (a) From the date of Closing. IP and Xxxxx shall agree in this Agreement until the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 earlier of the Illinois Public Utilities Act termination of this Agreement pursuant to be offered Section 8.1 or the Effective Time, Target will use commercially reasonable efforts in consultation with Acquiror to retain the Key Employees through the Effective Time and following the Merger. (b) All employees of Clinton Target or its Subsidiaries who will (i) be terminated by Target immediately prior to and following Closing. IP the Effective Time, conditioned on the Closing (the “Terminating Employees”), (ii) have their employment transferred to or continued with SpinCo or a SpinCo Subsidiary pursuant to the Asset Transfer Agreement (the “Transferred Employees”), or (iii) remain or continue as employees of Acquiror, Target or their respective Subsidiaries immediately after the Effective Time (the “Continuing Employees”), including identification of employees who will continue on a transitional basis (the “Transition Employees”), will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred provided to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As Acquiror as soon as practicable following the Closingdate hereof. Target shall deliver to all Terminating Employees, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets extent required by Applicable Law, all earned but unpaid wages and bonuses, and accrued but unused vacation, sick leave and PTO or other benefits, in each case, earned, accrued or mandated for payment under Applicable Law through the Closing Date (including“Accrued Employee Liabilities”), but not limited towhich, promissory notes evidencing loans from IP's corresponding defined contribution plans together with all unpaid Accrued Employee Liabilities related to transferred employees that the Transferred Employees which are outstanding payable by Target, shall be treated as a Target Transaction Expense hereunder. Target shall identify the Accrued Employee Liabilities in writing to Acquiror prior to the Closing Date. Prior to and as a condition of the transfer date) representing the account balances any U.S. Terminating Employee receiving or becoming eligible to receive any severance payment or other similar benefits or compensation due to his or her termination of all transferred employees. This transfer employment with Target and its Subsidiaries, such U.S. Terminating Employee will be done required to execute (and not revoke, if applicable) and return a general release and waiver of claims in favor of Target, Acquiror, the most practical Surviving Corporation and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount each of their Affiliates (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings“Waiver”).

Employees. As (a) The applicable Buyer shall offer employment effective as of the Effective Time to each Business Employee listed on Schedule 6.5(a) and who is employed by Seller immediately prior to the Closing Date. Seller shall promptly notify US Buyer in writing of any termination, resignation or other change in status of the Business Employees prior to the Closing Date, including which of such employees (if any) are on short-term or long-term disability leave or other authorized leaves of absence. A Business Employee who is absent immediately prior to the Closing Date due to vacation, holiday, authorized leave of absence, illness or injury (other than short-term or long-term disability) shall be considered to be employed immediately prior to the Closing Date provided US Buyer is notified of the anticipated return to active duty prior to the Closing Date. The applicable Buyer shall offer employment to any Business Employee listed on Schedule 6.5(a) and who is absent immediately prior to the Closing Date due to short-term disability effective as of the date that such employee is able to return to active employment with such Buyer; provided that such date is within three months after the Closing Date. The applicable Buyer shall offer to hire and employ each Business Employee listed on Schedule 6.5(a) in a position with similar requirements and responsibilities and with base compensation and bonus that are, on the whole, equivalent to each such Business Employee’s current aggregate base and bonus and with benefits that are provided by such Buyer to similarly situated employees of such Buyer. (b) After the Closing Date, each Business Employee who is employed by Seller immediately prior to the Closing Date and who accepts employment with the applicable Buyer, which acceptance will include authorization to transfer to the applicable Buyer the employee data described in Section 1.2(l) (“Transferred Employees”) shall be entitled to participate in the applicable Buyer’s benefit plans on the same basis as is currently offered to similarly situated employees of such Buyer. For purposes of eligibility and vesting under any such plan, service by a Transferred Employee with Seller prior to the Closing Date shall be taken into account to the extent such service was recognized by Seller and set forth in Schedule 4.13 as if such service had been performed for the applicable Buyer and shall be added to the service rendered by such employee to such Buyer after the Closing Date. In determining the amount of vacation and severance pay accruable by any Transferred Employee after the Closing Date under the terms of the vacation and severance pay plans of such Buyer, credit shall be given for such employee’s service with Seller on or prior to the Closing Date as set forth in Schedule 4.13. Following the Closing, Seller will pay to each Transferred Employee the dollar value of the accrued and unused vacation time attributable to such Transferred Employee and such accrued vacation will not be an Assumed Liability. (c) Seller will (i) cooperate with Buyers in all respects with respect to, and not discourage any Business Employee from accepting, the applicable Buyer’s offer of employment to the Transferred Employees, which will be made on or prior to the Closing Date; (ii) not counter offer to retain any of the Transferred Employees; (iii) to the extent practicable, assign to the applicable Buyer each Transferred Employee’s assignment of inventions and/or restrictive covenants agreement to the extent related to the Business; and (iv) on or prior to the Closing Date pay to each Transferred Employee the pro rata portion of any bonus that, if determined on an annualized basis in accordance with Seller’s bonus plan on the Closing Date, would be due and payable. (d) Each applicable Buyer will be responsible for the administration and the financial obligation of all worker’s compensation claims with respect to Transferred Employees arising out of or relating to occurrences on or after the Effective Time and Seller shall be responsible for the administration and the financial obligation of any worker’s compensation claims with respect to Transferred Employees arising out of or relating to occurrences before the Effective Time. In the event that a Transferred Employee notifies US Buyer after the Effective Time of a workers’ compensation injury that is the result of an aggravation of an injury that occurred while working for Seller prior to the Effective Time, the responsibility for the administration and financial obligation of this claim (i.e., the allocation between Seller’s worker’s compensation coverage and US Buyer’s worker’s compensation coverage) will be determined by the state law applicable to such claim and shall be subject to the final interpretation of the appropriate state court or administrative agency, as the case may be. (e) Each applicable Buyer will be responsible only for those employees who are Transferred Employees and, subject to complying with its obligations set forth in Section 6.5(a), shall have the full discretion to determine the terms and conditions of employment and location for the Transferred Employees. Seller shall be solely responsible for any obligations of Seller to provide retirement payments, retiree life insurance, retiree medical, and retiree dental benefits to Business Employees who are entitled to such benefits prior to the Closing and who were covered under retiree welfare programs of such Seller as of the Closing, and to their covered dependents. (f) Seller and US Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated agree to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityutilize, subject or cause their respective Affiliates to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveutilize, the standard procedure set forth in Rev. Proc. 2004-53 with respect to Form W-2 wage reporting. US Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon intends to qualify as practicable following the Closing, IP will transfer or cause to be transferred to a “successor employer” as defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the under Internal Revenue Code and Section 3121(a)(1) thereby allowing US Buyer to utilize the Employee Retirement Income Security Act. As soon as practicable after wages paid by Seller to determine the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date taxable wages of the transfer of such assets. With respect to the preceding sentence, a dollar Transferred Employees for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsFICA and FUTA tax reporting purposes.

Employees. (a) As of the ClosingEffective Date, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated APW shall offer employment --------- to Xxxxxxx all persons who are Active Electronics Business Employees. APW shall on Xxxxxxx'x budget the Effective Date assume the employment responsibilities for each Inactive Electronics Business Employee and payroll shall offer to return each such employee to a position with job responsibilities comparable to such employee's prior position of employment in the Electronics Business if such position is available or if required by law, or otherwise to any other open position for which such employee is qualified. (b) All Electronics Business Employees (and Buyer their dependents and beneficiaries) shall be provided compensation and benefits by APW comparable to compensation and benefits being provided to them by API immediately prior to the Effective Date. (c) Hired Electronics Business Employees shall be given credit for API service under APW's benefit plans. (i) API, in good faith, will calculate the estimated liability amount related to unpaid and accrued vacation and sick day expense earned for the period __________, _____ through __________, 2000 for those employees listed on Schedule H-1. By __________, 2000, API will remit to APW cash equal to 1.0765 times this liability amount. This remitted amount will be given the opportunity, subject to agreement by IP and Buyer as in addition to the particular individuals involvedcash APW receives pursuant to Section 1.1 of Exhibit D. (ii) APW hereby assumes any and all obligations owed under the API bonus plan to the Hired Electronics Business Employees listed on Schedule H-1. API will calculate the liability amount related to the Bonus Plan, to offer positions to IP headquarters staff whose job responsibility is to provide support utilizing its unaudited accounting records, (including APW's results from September 1, 1999 through __________, _____) for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as fiscal period ending August 31, 2000 assuming 100% of the date target amounts met for the Bonus Plan. After calculating this liability, API will prorate the amounts owed to reflect the fact that the Electronics Business' operations were owned for only part of Closingits 2000 fiscal year. IP For purposes of prorating this liability, API and Xxxxx shall agree in APW will assume ____ and ____, respectively, of this liability. By _____________, 2000 API will remit cash to APW equal to 1.0765 times API's liability amount. (iii) APW will assume all liability related to Hired Electronics Business Employees' payroll taxes listed on Schedule H-1. APW will remit the Definitive Agreement payroll taxes to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closingappropriate regulatory authorities. IP API will not be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced abovepayroll taxes relating to Hired Electronics Business Employees. (iv) APW hereby assumes the obligation to pay any and all benefits accrued by Hired Electronics Business Employees under the non-qualified executive deferred compensation plan and the stock deferral plan. On __________, 2000 API will remit cash to APW in the Buyer amount of $__________ in consideration of its assumption of this liability. (v) Any disputes concerning the calculation of the liability will comply with be resolved by the dispute resolution provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets this Agreement. (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer datee) representing the account balances of all transferred employees. This transfer will be done in the most practical Both before and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingEffective Date, Seller API and APW shall cause coordinate with each other and shall take all actions necessary to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (effect the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the smooth transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsHired Electronics Business Employees and continuing benefit coverage and administration.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of (a) Between the date of Closing. IP hereof and Xxxxx the Closing Date, Sellers shall agree (i) cooperate with Purchaser in permitting Purchaser the Definitive Agreement opportunity prior to develop a transition plan in accordance Closing to meet with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to Cornerstone regarding employment, or other continuing contractual relationships with CFC, CII, Purchaser or any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveAffiliates thereof, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer and (ii) not take any action to discourage their employment or cause other contractual relationships with such parties after the Closing. Prior to be transferred or at Closing, the Purchaser shall offer employment to defined contribution plans established all employees of CMR listed on Schedule 9.33(a) on similar compensation terms (i.e., salary, discretionary bonus and/or already maintained by the Buyer an amount equal to the assets (includingcommission, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding excluding benefits) as set forth on such Schedule 9.33(a) as of the transfer dateClosing. Schedule 9.33(a) representing may be updated prior to Closing solely to reflect increases in salary for 2006 and the account balances bonuses paid for 2005 (which bonuses shall be determined consistent with past practices), subject to approval of all transferred employeessuch increases by Purchaser in accordance with Section 11.1(b) hereof. This transfer All such employees who accept the offer shall commence employment immediately following the Closing (“Continuing Employees”), and except as otherwise provided for in this Agreement, the Continuing Employees will be done employed on an at-will basis. In addition, CMR will terminate all Continuing Employees as of the Closing Date. CMR shall remain liable for all compensation (including severance and employee benefits) and any other obligations to any employee of CMR who is not a Continuing Employee, and shall also remain liable for all such liabilities for all employees of CMR for the period prior to Closing. (b) Purchaser shall arrange for each Continuing Employee to participate in employee benefit plans, programs and arrangements in which similarly-situated employees of Purchaser and its Affiliates participate (the most practical and effective method “Counterpart Plans”), in order to ensure compliance accordance with the Internal Revenue Code eligibility criteria thereof; provided that such Continuing Employees shall receive full credit for years of service with CMR prior to the Closing Date for purposes of vesting and eligibility for which such service was recognized under the Employee Retirement Income Security ActBenefit Plans, but Continuing Employees shall not receive credit for prior service with regard to calculating benefits under the Counterpart Plans. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer Purchaser or its affiliates an amount (Affiliates shall recognize the "Benefit Assets Transfer Amount"annual vacation time of any Continuing Employee as of the Closing Date as set forth on Schedule 9.33(a) equal and continue to honor same to the total extent that such Continuing Employee would only be entitled to a lesser number of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit vacation days under Purchaser’s vacation policies. In addition, CMR shall remain liable for its obligations owing to Seller's transferred employeesunder that certain Deferred Compensation Agreement, (ii) an amount to be mutually agreed upon by the parties equal to the value dated as of retiree medical January 1, 2000, with Xxxxx Xxxxxxxxx and life insurance benefits for each transferred employee accrued through the date immediately preceding Closingthat certain Deferred Compensation Agreement, less (iii) any payment made to or in respect dated as of any transferred employee who retires or otherwise terminates employment March 1, 1995, with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsYaissle.

Employees. As (a) During the period commencing at the Effective Time and ending on the first anniversary of the ClosingEffective Time, Buyer will employ consistent Parent shall, or shall cause the Surviving Corporation or any Subsidiary of Parent to provide each Company Employee who continues to be employed by Parent, the Surviving Corporation or any Subsidiary of Parent as of the Effective Time (each, a “Continuing Employee”) with its business needs (i) at least the IP employees then working at Xxxxxxx and those fully dedicated same level of base salary or hourly wage rate, as the case may be, that was provided to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as such Continuing Employee immediately prior to the particular individuals involvedEffective Time, (ii) target annual cash performance bonus opportunities (but not equity or cash-settled equity based incentive opportunities) that are no less than the target annual cash performance bonus opportunities in effect with respect to offer positions such Continuing Employee immediately prior to IP headquarters staff whose job responsibility is the Effective Time, (iii) severance pay and benefits to provide support any Continuing Employee who incurs a “qualifying termination” at any time during the one-year period following the Effective Time at levels that are no less favorable than the levels of such severance pay and benefits as in effect under the applicable Company Benefit Plans immediately prior to the Effective Time (where, for Xxxxxxxsuch purpose, “qualifying termination” shall mean any termination of employment that would have resulted in severance pay and benefits under such Company Benefit Plan if such termination had occurred immediately prior to the Effective Time), and (iv) other employee benefits that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time. Buyer In addition, without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation or any Subsidiary of Parent to, pay the amount of any cash bonus or commission that becomes earned and payable to eligible employees of the Company or any Company Subsidiary pursuant to the terms of those Company Benefit Plans that are cash bonus or commission plans set forth in Section 6.13(a) of the Company Disclosure Letter and made available to Parent by the Company prior to the Effective Time, for the fiscal year in which the Effective Time occurs in accordance with their terms. (b) Effective as of the Effective Time and thereafter, Parent will, or will recognize cause the unions which currently represent employees at Clinton and will adopt pension and other Surviving Corporation or any Subsidiary of Parent to, cause any employee benefit plans (but excluding any defined benefit pension, retiree welfare benefit or equity compensation plans) in which any Continuing Employee is eligible to participate following the Effective Time (collectively, the “Post-Closing Plans”) to recognize for purposes of eligibility, vesting and arrangements level of benefits thereunder, service with the Company and Company Subsidiaries and their respective predecessor entities, in each case, to the same extent such service was recognized under a comparable Company Benefit Plan prior to the Effective Time (except to the extent such service credit would result in a duplication of benefits with respect to the same period of service). With respect to any Post-Closing Plan that is a health or welfare benefit plan which replaces coverage under a comparable Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time, Parent will, and will cause its Affiliates to (i) waive all limitations as to preexisting condition exclusions and all waiting periods with respect to participation and coverage requirements applicable to each Continuing Employee to the extent waived or satisfied under the comparable Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time, (ii) provide that Continuing Employees will be immediately eligible to participate in any such Post-Closing Plan, without any waiting period, to the extent such Continuing Employee was eligible to participate in the comparable Company Benefit Plan immediately prior to the Effective Time, and (iii) credit each Continuing Employee for Xxxxxxx employees any applicable amounts paid or eligible expenses incurred (whether in the nature of co-payments or coinsurance amounts, amounts applied toward deductibles or other out-of-pocket expenses) by such Continuing Employee (and his or her covered dependents) under the terms of the Company Benefit Plan toward satisfying any applicable deductible, co-payment or out-of-pocket requirements under the applicable Post-Closing Plan that replaces such Company Benefit Plan for the plan year in which will provide substantially similar benefits the Effective Time occurs. (c) With respect to any accrued but unused vacation and paid time off to which any Continuing Employee is entitled pursuant to the vacation and paid time off policies applicable to such Continuing Employee immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation or any Subsidiary of Parent to, assume the liability for such accrued vacation and paid time off and allow such Continuing Employee to use such accrued vacation and paid time off in accordance with the practice and policies of Parent, the Surviving Corporation or any Subsidiary of Parent. (d) The Company shall not implement any plant closing or layoff of employees retained by Buyer as such employees would receive under IP's plans that implicates the Worker Adjustment and programs Retraining Notification Act of 1988 or any similar applicable Law from the date of this Agreement until the Effective Time without advance notice to Parent. (e) Nothing contained in effect this Section 6.13 or any other provision of this Agreement (i) will confer upon any Company Employee or other individual service provider any right to continue in the employ or service of Parent, the Surviving Corporation or any Subsidiary of Parent, (ii) will be construed to amend or modify, as of the date of Closing. IP this Agreement, any Company Benefit Plan or any benefit or compensation plan, program, agreement, contract, policy or arrangement sponsored by Parent or its Affiliates, (iii) limits the ability of Parent or its Affiliates to amend or modify any benefit or compensation plan, program, policy or Contract that is assumed, established, sponsored or maintained by Parent or its Affiliates, provided any such amendment or modification must comply with the terms thereof and Xxxxx shall agree applicable Law, (iv) creates any third-party beneficiary rights or obligations in any Person (including any Continuing Employee) other than the Definitive Agreement Parties, or (v) limits the right of Parent or its Affiliates to develop a transition plan terminate, in accordance with Sections 16-128 applicable Law, the employment or service of any Company Employee or other individual service provider of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to Company or any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsCompany Subsidiary.

Employees. As Buyer shall make offers of employment to all Current Employees of Seller employed immediately prior to the Closing Date in positions comparable to their present positions, at salaries and wages at least equal to the rates then being paid by Seller, and with such employee benefit packages, including immediate group medical, dental and life insurance coverage for such employees and their dependents reasonably comparable in benefit and value in the aggregate to the benefits that such employees have with Seller. In connection with the Transferred Employees: (a) Seller will take such action as may be required to terminate the Seller's existing 401(k) plan and Buyer will allow the Transferred Employees to participate in the Xxxxxxx-Xxxxxx Savings and Investment Plan and, the "3% Cash Balance Portion" of the Xxxxxxx-Xxxxxx Corporation Retirement Plan; (b) Seller and Buyer will cooperate with one another in taking such actions as may be required to permit the Transferred Employees to rollover their 401(k) balances from the Seller's 401(k) plan into Buyer's plan; (c) to the extent any Transferred Employee has any plan loans outstanding at the time of Closing, Buyer will employ consistent with its business needs advance to the IP employees then working at Xxxxxxx and those fully dedicated Plan Trustee sufficient funds to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunityretire such plan loans, subject to agreement making provision for the repayment of such advances by IP the employee through future payroll deductions; and (d) Buyer will (i) assume Seller's obligations with respect to vacation and Buyer sick leave benefits as to existing at the particular individuals involvedtime of Closing, to offer positions to IP headquarters staff whose job responsibility is (ii) continue to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton Transferred Employees with unused vacation and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar sick leave benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 Seller's existing policies for the balance of the Illinois Public Utilities Act to be offered to employees 2004 calendar year and (iii) recognize Transferred Employees years of Clinton prior to service in the employ of Seller (A) for vesting purposes only under any benefit plan and following Closing(B) in respect of other employment rights (such as vacation benefits) which are, in any part, seniority or tenure based. IP will After the later of the Closing Date or the effective date of hire by Buyer, Buyer shall pay, discharge and be responsible for implementing all obligations relating to such Transferred Employee's employment by Buyer, including (x) all salary, wages, accrued but unpaid vacation and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets claims (including, but not limited to, promissory notes evidencing loans from IPworkers compensation claims or benefits and (y) any benefits or contributions under any of Buyer's corresponding defined contribution employee benefit plans and other fringe benefits offered by Buyer arising out of or relating to transferred employees that are outstanding as the employment of the transfer Transferred Employees by Buyer on or after the later of the Closing Date or the effective date of hire by Buyer, including without limitation, any continuation coverage required pursuant to IRC 'SS' 4980B as a result of any "qualifying event" (within the meaning of IRC 'SS' 4980B(f)(3)) occurring with respect to any Transferred Employee (or any spouse or qualified beneficiary of a Transferred Employee) after the Closing Date (or hire date, as applicable) representing and the account balances Health Insurance Portability and Accountability Act of all transferred employees. This transfer will be done 1996, and in the most practical and effective method in order to ensure compliance connection with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingContemplated Transactions, Seller shall cease to provide group health coverage to the Transferred Employees which shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount Affiliate to be mutually agreed upon by deemed a successor employer of Seller, within the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value meaning of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings.Proposed

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated (i) Immediately prior to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect or as of the date Effective Date, First Harrisburg shall terminate all qualified employee pension, profit sharing and stock bonus plans (including its Employee Stock Ownership Plan) and all employees of ClosingFirst Harrisburg and the First Harrisburg Subsidiaries will, to the extent provided by the relevant plan and by law, become fully vested in and eligible to receive benefits under all such plans of First Harrisburg and the First Harrisburg Subsidiaries and such plans will be fully funded prior to termination. IP First Harrisburg shall distribute all vested accrued benefits as soon as reasonably practicable following such termination and Xxxxx shall agree obtain such regulatory determinations as may be appropriate to ensure the qualified status of such plans pursuant to ss.401(a) of the Code upon termination. Xxxxxx and Xxxxxx Acquisition shall have no liability under such plans. (ii) Former First Harrisburg, First Federal or First Harrisburg subsidiary employees who become employed by Xxxxxx immediately following the Effective Date, shall be entitled to participate in the Definitive Agreement to develop a transition plan those hospitalization, medical, life and disability benefit plans provided by Xxxxxx for its employees in accordance with Sections 16-128 the terms of those plans. Former employees of First Harrisburg or any of the Illinois Public Utilities Act First Harrisburg Subsidiaries who become employed by Xxxxxx on the Effective Date shall, to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply extent permissible in accordance with the provisions of Section 16-128 the applicable plan, insurance policies, contract and underlying law, receive service credit from their hire date for employment at First Harrisburg or the First Harrisburg Subsidiaries for purposes of eligibility to participate in the above plans provided by Xxxxxx. (iii) Upon the Effective Date, former First Harrisburg or First Harrisburg Subsidiary employees who become employed by Xxxxxx will be entitled to participate, pursuant to the terms of the Illinois Public Utilities Actapplicable plan, in the qualified pension, profit sharing and stock bonus plans in effect at such time for employees of Xxxxxx. Former employees of First Harrisburg and the First Harrisburg Subsidiaries who become employed by Xxxxxx on the Effective Date shall receive service credit from their hire date for employment at First Harrisburg or the First Harrisburg Subsidiaries for purposes of eligibility and vesting requirements under Xxxxxx' retirement savings plan and defined benefit pension plan and service credit from the Effective Date for purposes of benefit calculation under Xxxxxx' defined benefit pension plan. (iv) Pre-existing condition requirements for health, life, disability and other benefits and any insurance waiting period will be waived only for those former First Harrisburg or First Harrisburg Subsidiary employees offered employment with Xxxxxx to the extent that Xxxxxx' benefit plans, insurance policies or programs would permit the same without a material increase in Xxxxxx' premiums or costs associated therewith. (v) Nothing in this Agreement shall obligate or require Xxxxxx to hire or employ any First Harrisburg, First Federal, or First Harrisburg Subsidiary employee on or after the Effective Date. (vi) As soon as practicable provided herein, Xxxxxx will provide or allow severance payments to employees of First Harrisburg and the First Harrisburg Subsidiaries (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date and before the expiration of six months following the ClosingEffective Date, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by in the Buyer an amount equal to one week's pay for each year of service with First Harrisburg or a First Harrisburg Subsidiary, up to a maximum of 26 weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part-time employees, the assets weekly compensation shall be based on one-fifty-second (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as 1/52) of the transfer date) representing the account balances of all transferred employeesemployee's total salary, excluding overtime and bonus, paid in 1995. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred For full time exempt employees, (ii) an amount to be mutually agreed upon weekly compensation is calculated by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date taking 1/52 of the transfer of such assets. With respect to the preceding sentenceemployee's 1995 annual salary, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsexcluding bonus.

Employees. As (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries. (b) The Covered Employees shall remain covered through the date that is 60 days after Closing Date (or a shorter period after the Closing Date, at Buyers’ option) under the Seller’s health and welfare plans that provided health, dental and vision benefits to such Covered Employees immediately prior to the Closing Date (the “LFG Health Plans”) (the date through which the Covered Employees remain covered by the LFG Health Plans, the “Coverage Cut-Off Date”), immediately following which the Covered Employees shall be covered by the health and welfare plans maintained by Buyers and their Subsidiaries pursuant to Section 5.8(a) of this Agreement. Buyers shall cause the Companies to pay to Seller the amount of covered health, dental and vision claims incurred by the Covered Employees through the Coverage Cut-Off Date to the extent such claims are not paid as of the Closing Date, less Covered Employee premiums actually paid to Seller on and after the Closing Date or paid to Buyers or the Companies and transferred to Seller on and after the Closing Date. In no event shall the operation of this Section 5.8(b) result in duplication of payments in respect of an obligation under this Section 5.8(b). (c) Effective as of the Closing Date, FNF or its designee (which shall be one of the Companies or another wholly-owned subsidiary of FNF) shall assume sponsorship of, and all obligations under, the Company Benefit Plans set forth on Section 5.8(c) of the Company Disclosure Schedule (the “LFG Deferred Compensation Plans”). Prior to the Closing Date, Seller and FNF shall take any and all actions required such that, effective as of the Closing, Buyer will employ consistent FNF or its designee (which shall be one of the Companies or another wholly-owned subsidiary of FNF) shall (i) (A) assume sponsorship of, and all obligations under, the LFG Deferred Compensation Plans, and (B) discharge all obligations under such LFG Deferred Compensation Plans, (ii) be the grantor and the “Company” under each rabbi trust (the “Rabbi Trusts”) established in connection with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer LFG Deferred Compensation Plans of which Seller is the current grantor, such that the assets in the Rabbi Trusts will be given available for the opportunitypayment of benefits under the LFG Deferred Compensation Plans, subject to agreement by IP and Buyer (iii) be the owner of all corporate owned life insurance policies purchased as to a funding source for the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton LFG Deferred Compensation Plans. (d) At or prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer Seller shall vest, or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (includingvested, each Covered Employee in all Company Benefit Plans which are not Assumed Plans, including but not limited toto any equity awards. (e) Notwithstanding any provision in any agreement by and between Seller or any of its Affiliates and Buyers or any of their Affiliates, promissory notes evidencing loans from IP's corresponding defined contribution plans each Buyer or any of its Affiliates may make offers of employment on such terms as it shall determine to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable on or after the Closing, Closing Date to any employees of Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal Affiliates which employees primarily provide services to the total Companies or any of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionstheir Subsidiaries, including, but not limited to, longthe seven personnel currently managing the Dallas Data Center facility located at 0000 X Xxxxx Xxxxxxx, Xxxxx, Xxxxx. Further, Buyers may assume the real estate and equipment leases in respect of the foregoing facility dedicated to serving the Company, subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court. (f) From and after the Closing Date, (i) Buyers or their Affiliates shall (x) assume, or cause the Companies to continue, as the case may be, sponsorship of, and all liabilities under, each Assumed Plan and (y) assume or discharge all obligations under such Assumed Plans as of the Closing Date and (ii) Buyers shall, or shall cause their Subsidiaries to, honor, in accordance with the terms thereof as in effect as of the date hereof or as may be amended after the date hereof (i) with the prior written consent of Buyers or (ii) as permitted pursuant to Section 5.2(c) of this Agreement, each Assumed Plan. (g) Nothing in this Section 5.8 shall be construed to limit the right of Buyers or any of their Subsidiaries (including, following the Closing Date, the Companies and their Subsidiaries) to amend or terminate any Assumed Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.8 be construed to prohibit the Buyers or any of their Subsidiaries (including, following the Closing Date, the Companies and their Subsidiaries) from terminating the employment of any particular Covered Employee following the Closing Date. (h) Without limiting the generality of Section 10.8, the provisions of this Section 5.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-term trust earningsparty beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (i) From and after the date hereof, notwithstanding any other provision of this Agreement, in no event shall the Companies or their Subsidiaries indemnify or reimburse Seller or any of its Subsidiaries or Affiliates (other than the Companies or their Subsidiaries) in respect of any severance or change of control benefits payable by Seller or any such Subsidiaries and Affiliates (other than benefits payable by the Companies and their Subsidiaries, with respect to which Seller and its Subsidiaries shall not be responsible), under any existing cost-reimbursement arrangement or otherwise. For purposes of this provision, Seller’s Subsidiaries shall not include the Companies and its Subsidiaries. (j) Notwithstanding anything to the contrary in the Confidentiality Agreement or otherwise, following the date hereof Buyers and their Affiliates shall be permitted to discuss with (i) employees of the Companies and their Subsidiaries their continued employment with the Companies and their Subsidiaries or with Buyers or their other Affiliates following the Closing, (ii) with agents their continued roles with the Companies and their Subsidiaries or with Buyers or their other Affiliates following the Closing, and (ii) with customers the transactions contemplated hereby, and in each case to provide them assurances with respect thereto; provided, that this provision will not allow Buyers or their Affiliates to hire any such employee unless and until the Closing occurs. (k) Seller shall cause the enrolled actuary (the “Plan Actuary”) for the LandAmerica Cash Balance Plan (the “Cash Balance Plan”) to calculate the benefit obligation under the Cash Balance Plan as of a date not more than five business days prior to the Closing Date (such date, the “Calculation Date”), such benefit obligation to be the sum of (i) the amount of the cash balance account as of the Calculation Date in respect of each Cash Balance Plan participant who is, on the Calculation Date, or could be following the Calculation Date, entitled to receive Cash Balance Plan benefits in the form of a lump sum, plus (ii) the aggregate benefit obligation in respect of all Cash Balance Plan participants not described in the preceding clause (i), computed on an accounting (ongoing) basis (not on a termination basis) using the same methodology utilized to determine the “benefit obligation at end of year” in Seller’s Form 10-K for the year ended December 31, 2007; provided that the interest rate used to make such calculation shall be the prevailing interest rate used by Mercer (the Cash Balance Plan’s enrolled actuary) as of the Calculation Date to compute benefit obligations of defined benefit plans of its clients generally (the amount of such benefit obligation calculated hereunder, the “Current Benefit Obligation”). In the event that the Current Benefit Obligation exceeds the market value of the LandAmerica Cash Balance Plan’s assets on the Calculation Date (such excess, if any, the “Funding Amount”), upon the Closing, Seller shall contribute to the LandAmerica Cash Balance Plan from the Purchase Price proceeds an amount equal to the Funding Amount. In such event, Buyers shall be entitled to fund these amounts on behalf of Seller directly to the Cash Balance Plan from the Purchase Price. For the avoidance of doubt, the Chapter 11 Court Order shall require such funding, if any, on the part of Seller. In addition, Seller agrees that, prior to the Closing, it shall not take action or initiate any proceeding to terminate the Cash Balance Plan.

Employees. (a) Purchaser will, for the period of twelve (12) months following the Closing Date, provide each EIS Employee who continues employment with Purchaser or an Affiliate of Purchaser (including the U.S. Acquired Company), following the Closing Date (each a “Continuing Employee”), with (i) a base salary or base wage rate (as applicable), (ii) a target cash bonus opportunity, (iii) severance benefits and (iv) employee benefits which are substantially comparable in the aggregate to those made available to such Continuing Employee as of immediately prior to the Closing. (b) After the Closing, (i) EIS Employees will no longer be eligible to receive coverage or benefits under any Seller Employee Plan and each EIS Employee will cease participation in each Seller Employee Plan on the Closing Date, except as otherwise set forth in such Seller Employee Plan with respect to employees whose service with Seller Group or the Acquired Companies has terminated and (ii) any EIS Employee or other employee of the Seller Group or the Acquired Companies who is not a Continuing Employee will cease participation in the Acquired Company Employee Plans on the Closing Date, except as otherwise set forth in such Acquired Company Employee Plan with respect to employees whose service with Seller Group or the Acquired Companies has terminated. (c) Effective as of the Closing Date, each Continuing Employee will be eligible to receive coverage and benefits under the employee benefit plans, programs and policies (including, without limitation, severance, vacation, retirement, welfare and fringe benefit plans, programs or policies but excluding equity compensation plans, programs and policies) of Purchaser and its Affiliates in which similarly situated employees of the Purchaser or its Affiliates are eligible to participate (the “Purchaser Plans”). Effective as of the Closing Date, Purchaser will use commercially reasonable efforts and will cause its applicable Purchaser Designees to use commercially reasonable efforts to (A) recognize the prior service with the Seller Group, including predecessor employers, of each Continuing Employee for purposes of eligibility to participate, vesting and determination of level of benefits (but not for purposes of benefit accruals under any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits), and (B) to the extent permitted by applicable Laws, waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under any applicable Purchaser Plan, except to the extent such pre-existing condition exclusion, actively-at-work requirement or waiting period would have applied to such individual under the applicable Acquired Company Employee Plan or Seller Employee Plan, as the case may be, as of the time immediately prior to the Closing. To the extent permitted by applicable Law, the Purchaser will and will cause its applicable Purchaser Designees to credit each Continuing Employee with the amount of accrued but unused vacation time, sick time and other time-off benefits (together the “Time-Off Benefits”) as such Continuing Employee had with the Seller and its Subsidiaries, including predecessor employers, as of the Closing Date and will provide such Continuing Employees with the same rights, benefits and entitlements in respect to such Time-Off Benefits as they were entitled to from the Seller Group as of the Closing; provided, that the Seller will provide to Purchaser as of the Closing Date a schedule indicating for each Continuing Employee the type and amount of Time-Off Benefits for each Continuing Employee. (d) As of the Closing, Buyer will employ consistent with its business needs Purchaser shall allow each Continuing Employee who is based primarily in the IP employees then working at Xxxxxxx United States to participate in a defined contribution plan and those fully dedicated trust intended to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given qualify under Section 401(a) of the opportunityCode (the “Purchaser 401(k) Plan”), subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxxany eligibility requirements of such Purchaser 401(k) Plan. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Effective as of the date Closing, subject to the consent of Closing. IP and Xxxxx the applicable fiduciaries of the Purchaser 401(k) Plan, Purchaser shall agree allow the Continuing Employees to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of their account balances (including participant loans) under the McKesson Corporation Profit-Sharing Investment Plan to the Purchaser 401(k) Plan in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 form of the Illinois Public Utilities Act to be offered to employees of Clinton prior to cash and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to participant loan notes. (employed bye) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of Group will retain (i) all Liabilities under each Seller Employee Plan, other than the Assumed Retention Bonuses and the Severance Obligations, and (ii) all other Liabilities with respect to any current or former employee or service provider who is not an amount employee of the U.S. Acquired Company as of the Closing, and Purchaser will assume (i) the retention bonuses (in each case, up to be mutually agreed upon by the parties based upon amounts per individual (whether accrued or unaccrued as of the projected costs Closing) set forth next to cover pension benefit obligations owing such individual’s name on Section 5.3(e) of the Seller Disclosure Schedule (together with any additional retention bonuses that are awarded to Seller's transferred employeesContinuing Employees pursuant to Section 4.2) (the “Assumed Retention Bonuses”)), (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding ClosingSeverance Obligations, less (iii) any payment made all other Liabilities under each Acquired Company Employee Plan and (iv) with respect to employees of the U.S. Acquired Company as of the Closing and service providers to the EIS Business as of the Closing, all other Liabilities, in each case only with respect to Liability or claims for benefits that arise on or after the Closing Date. (f) Nothing in respect this Section 5.3 shall (i) be construed as requiring the continued employment or engagement of any transferred EIS Employee or other service provider after the Closing Date, (ii) create any third-party rights under this Agreement for any Continuing Employee or any other current or former employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect EIS Business or (iii) an amendment to the preceding sentenceany Seller Employee Plan, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsAcquired Company Employee Plan or Purchaser Plan.

Employees. As (a) The employees of Company and its Subsidiaries who remain employed after the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will Effective Time (“Continuing Employees”) shall be given credit under each employee benefit plan, policy, program and arrangement maintained by Purchaser and its Subsidiaries after the opportunity, subject to agreement by IP and Buyer as Closing for their service with Company or its Subsidiaries (or any predecessor thereto) prior to the particular individuals involvedClosing for all purposes, including severance, vacation and sick leave, eligibility to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize participate, vesting, satisfying any waiting periods, evidence of insurability requirements in accordance with Purchaser’s plan, seniority, or the unions which currently represent employees at Clinton application of any pre-existing condition limitations, other than benefit accrual under a defined benefit plan (as defined in Section 3(35) of ERISA); provided, that all documented and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect accrued but unused vacation time as of the date Effective Time shall be paid out by Company at the employee’s then-current rate of Closingsalary as set forth on Section 5.10(a) of the Company Disclosure Letter, which shall include detailed assumptions and calculations used by Company in calculating unused vacation time; provided, further, that should an employee of Company have taken more than his or her accrued but unused vacation time between January 1, 2015 and the Effective Time, any such excess amount shall be deducted from such employee’s vacation accrual which would be awarded under Purchaser’s vacation policy. (b) Any employee of Company or its Subsidiaries who becomes an employee of Purchaser or its Subsidiaries after the Effective Time but later does not remain employed by Purchaser or its Subsidiaries after the Effective Time and who does not otherwise receive a severance payment from Company or its Subsidiaries in connection with the Merger shall receive a severance payment from Purchaser or its Subsidiaries as an employee of Purchaser or its Subsidiaries for the entire time he or she were an employee of Company or its Subsidiaries in accordance solely with the IBERIABANK Severance Pay Plan (and receiving credit for service as provided in Section 5.10(a)), unless otherwise agreed in a separate agreement with Purchaser). IP All severance payment arrangements of the Company and Xxxxx its Subsidiaries shall agree terminate at the Effective Time and shall not be available to any employees of Company and its Subsidiaries who become employees of Purchaser or its Subsidiaries after the Effective Time. No former employee of Company or its Subsidiaries shall receive a change of control or severance payment from Purchaser if he or she received a change of control payment from Company or its Subsidiaries, unless provided otherwise pursuant to an agreement entered into between Purchaser and such employee, and Company shall, prior to the Effective Time, use reasonable best efforts to take all steps, and obtain such consents, as may be necessary to effectuate this Section 5.10(b). (c) In the event of any termination of any Company or its Subsidiary health plan (a “Company health plan”), Purchaser and Purchaser Bank shall make available to Continuing Employees and their dependents, employer-provided health care coverage under health plans provided by Purchaser and Purchaser Bank. Unless a Continuing Employee affirmatively terminates coverage under a Company health plan prior to the time that such Continuing Employee becomes eligible to participate in the Definitive Agreement Purchaser health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the Company health plans prior to develop a transition the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees and their dependents of Purchaser and Purchaser Bank. In the event Purchaser terminates any Company health plan or consolidates any Company health plan with any Purchaser health plan, individuals covered by the Company health plan shall be entitled to immediate coverage under the Company health plan in accordance with Sections 16the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations issued thereunder, including limitations on pre-128 existing condition exclusions, nondiscrimination and special enrollment rights. (d) Purchaser, Purchaser Bank and Company shall cooperate to develop, implement and communicate to key employees of Company retention arrangements designed to retain the services of such key employees, as appropriate, through the Effective Time and thereafter until the date of Company’s operating systems and branch conversions, as determined by Purchaser. (e) Prior to the Effective Time, Company’s Board of Directors shall adopt a resolution providing that the Company 401(k) Plan (the “Company Qualified Plan”) shall terminate as of the Illinois Public Utilities Act Effective Time, subject to be offered the consummation of the Merger. Prior to employees of Clinton prior to the Effective Time, Bank Subsidiary, and following Closing. IP will be responsible the Effective Time, Purchaser Bank, shall use their respective reasonable best efforts in good faith to obtain a favorable determination letter from the Internal Revenue Service, provided Purchaser Bank elects to pursue a favorable determination letter for implementing and funding the transition plan for employees at Clinton who are not transferred Company Qualified Plan with respect to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets such plan’s termination (including, but not limited to, promissory notes evidencing loans making such changes to such plan and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). Prior to the Effective Time, Bank Subsidiary, and following the Effective Time, Purchaser Bank, will adopt such amendments to the Company Qualified Plan as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Following the effective date of the Company Qualified Plans’ termination, neither Bank Subsidiary, prior to the Effective Time, nor Purchaser Bank, following the Effective Time, shall make any distribution from IP's corresponding the Company Qualified Plan except (i) as may be required by applicable law, or (ii) in accordance with the Company 401(k) Plan’s terms regarding distributable events in the ordinary course other than due to the termination of such plan (e.g., due to retirements or terminations of employees), until receipt of such favorable determination letter. Any distributions may, at the recipient’s option, be rolled into a defined contribution plans plan of Purchaser Bank (or Purchaser, as the case may be), subject to transferred employees that are outstanding Purchaser’s discretion: (i) to reject any such rollover if it may reasonably jeopardize the qualified status of such Purchaser Bank or Purchaser qualified plan; and (ii) to reject non-cash rollovers or rollovers of plan loans. In the case of a conflict between the terms of this Section 5.10(e) and the terms of the Company Qualified Plan, the terms of the such plan shall control; provided, however, in the event of any such conflict, Bank Subsidiary, before the Effective Time, and Purchaser Bank, after the Effective Time, shall use their reasonable best efforts to cause such plan to be amended to conform to the requirements of this Section 5.10(e). Additionally, the Company Qualified Plan trustees shall resign and Purchaser shall appoint new trustees of the Company Qualified Plan as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsEffective Time.

Employees. As of (a) No later than three Business Days prior to the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, intends to offer positions employment to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as all of the date of Closing. IP and Xxxxx shall agree in Business Employees identified on Schedule 3.13(a), as the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to same may be offered to employees of Clinton updated at any time no later than five Business Days prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause who continue to be transferred employed by Seller immediately prior to defined contribution plans established and/or already maintained such date. With respect to (b) During the period commencing on the Closing Date and ending on the Business Employee Transition Date (the “Interim Period”), the Business Employees shall remain employed by Seller on the Buyer an amount equal same terms and conditions, including participation in Employee Benefit Plans, as in effect immediately prior to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of Closing. During the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingInterim Period, Seller shall provide, or to cause its Affiliates to be transferred from Seller's pension and welfare benefit plans provide, to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal Employee Services as defined in and pursuant to the total terms and conditions set forth in Exhibit F during the Interim Period. (c) Subject to Buyer’s reimbursement obligation with respect to the Business Employees during the Interim Period in Exhibit F, Seller shall under all circumstances remain responsible and indemnify and hold Buyer harmless for all employment and employee-benefit-related Liabilities related or otherwise in respect of (i) an amount to be mutually agreed upon by the parties based upon Business Employees and any current or former consultant, contractor and employee of Seller and its Affiliates (other than the projected costs to cover pension benefit obligations owing to Seller's transferred employeesTransferred Employees) arising at any time, and (ii) any Transferred Employee arising as a result of or in connection with an amount to be mutually agreed upon by the parties equal event or events that occurs prior to the value Transferred Employee’s commencement of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing on Business Employee Transition Date, including, without limitation: (A) any and before all wages, commissions (other than the date commission obligations explicitly assumed by Buyer pursuant to Section 2.10), vacation and other paid leave, incentive payments, fees and other remuneration due from Seller or any of the transfer of such assets. With its Affiliates with respect to the preceding sentence, a dollar for dollar adjustment their employment by or services to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsSeller or its Affiliates; (B) termination and severance costs and expenses, including, but not limited to, long-term trust earnings.severance pay, unused vacation and accrued benefits, whether or not such individuals become Transferred Employees; (C) Seller’s obligation, if applicable, to provide health plan continuation coverage in accordance with the requirements of COBRA and ERISA; (D) the notice and other requirements under the WARN Act, if applicable; (E) claims made for any action or conduct; (F) claims made or incurred under any Employee Benefit Plan and any health, welfare, life insurance, fringe (d) Without limiting the foregoing, and notwithstanding anything to the contrary contained in Exhibit F, Seller shall remain responsible for, and agrees to pay to all Transferred Employees no later than the Business Employee Transition Date: (A) all unused and unpaid vacation time and bonuses that accrue prior to the Business Employee Transition Date, including, without limitation, the 2020 annual bonuses as provided on Schedule 7.03 and all commissions payable by Seller pursuant to Section 2.10;;

Employees. As (a) Neither Seller nor any Seller Subsidiary has, or contributes to, any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan or has any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits, except as set forth in Schedule 2.08(a). Seller has furnished to the Purchaser: (i) true and correct copies of all documents evidencing plans, obligations, or arrangements referred to in Schedule 2.08(a) (or true and correct written summaries of such plans, obligations, or arrangements to the extent not evidenced by documents) and true and correct copies of all documents evidencing trusts, summary plan descriptions, and any other summaries or descriptions relating to any such plans; (ii) the two most recent annual reports (Form 5500's), if any, including all schedules thereto and the most recent annual and periodic accounting of related plan assets with respect to each Employee Benefit Plan; and (iii) the two most recent actuarial valuations with respect to each Pension Plan subject to Title IV of ERISA. (b) If any Employee Benefit Plan of Seller or of any Seller Subsidiary were to be terminated on the day prior to the date of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx (i) no liability under Title IV of ERISA would be incurred by Seller, any Seller Subsidiary, or HEcom and those fully dedicated (ii) all Accrued Benefits to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as such day prior to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support date of the Closing (whether or not vested) would be fully funded in accordance with the assumptions contained in the regulations of the Pension Benefit Guaranty Corporation governing the funding of terminated defined benefit plans. All Accrued Liabilities (for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect contributions or otherwise) of Seller or any Seller Subsidiary as of the date of Closingthe Closing to each Employee Benefit Plan and with respect to each obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits have been paid or accrued for all periods ending prior to the date of the Closing and no payment to any Employee Benefit Plan or with respect to any such obligation or arrangement since the Last Seller Balance Sheet Date has been disproportionately large compared to prior payments. (c) There has been no violation of the reporting and disclosure requirements imposed either under ERISA or the Code for which a penalty has been or may be imposed with respect to any Employee Benefit Plan of Seller or of any Seller Subsidiary. IP No Employee Benefit Plan or related trust has any liability of any nature, accrued or contingent, including without limitation liabilities for Taxes, other than for routine payments to be made in due course to participants and Xxxxx shall agree beneficiaries, except as set forth in Schedule 2.08(c). Each Employee Benefit Plan which is a group health plan within the Definitive Agreement meaning of Section 4980 B(g)(ii) of the Code is and has been maintained in full compliance with the applicable requirements of Section 4980 B(f) of the Code. Other than the health care continuation requirements of Section 4980 B(f) of the Code, neither Seller nor any Seller Subsidiary has any obligation to develop provide post-retirement medical benefits or life insurance coverage to any present or former employees. There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect (or any basis therefor known to Seller or any Seller Subsidiary) with respect to any Employee Benefit Plan or related trust or with respect to any fiduciary, administrator, or sponsor (in its capacity as such) of any Employee Benefit Plan. No Employee Benefit Plan or related trust and no such obligation or arrangement is in violation of, or in default with respect to, any law, rule, regulation, order, judgment, or decree nor is Seller, any Seller Subsidiary, any Employee Benefit Plan of Seller or any Seller Subsidiary, or any related trust required to take any action in order to avoid violation or default. No event has occurred or is threatened or about to occur which would constitute a transition plan prohibited transaction under Section 406 of ERISA. (d) Each Pension Plan maintained for the employees of Seller or of any Seller Subsidiary has been qualified, from its inception, under Section 401(a) of the Code and any related trust has been an exempt trust for such period under Section 501 of the Code. Each such Pension Plan has been operated in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closingits terms. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) No investigation or review by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Service is currently pending or, to the knowledge of Seller or any Seller Subsidiary, is contemplated in which the Internal Revenue Service has asserted or may assert that any such Pension Plan is not qualified under Section 401(a) of the Code or that any related trust is not exempt under Section 501 of the Code. No assessment of any federal taxes has been made or, to the knowledge of Seller or any Seller Subsidiary, is contemplated against Seller, any Seller Subsidiary, or any related trust of any such Pension Plan and nothing has occurred which would result in the assessment of unrelated business taxable income under the Code. Form 5500's have been timely filed with respect to all Pension Plans of Seller and the Employee Retirement Income Security ActSeller Subsidiaries. As soon as practicable after the ClosingNo event has occurred or, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total knowledge of Seller or any Seller Subsidiary, is threatened or about to occur which would constitute a reportable event within the meaning of Section 4043(b) of ERISA. No notice of termination has been filed by the plan administrator pursuant to Section 4041 of ERISA or issued by the Pension Benefit Guaranty Corporation pursuant to Section 4042 of ERISA with respect to any Pension Plan of Seller and the Seller Subsidiaries. (e) Neither Seller nor any Seller Subsidiary currently contributes to or since September 16, 1980 has effectuated either a complete or partial withdrawal from any multiemployer Pension Plan within the meaning of Section 3(37) of ERISA. (f) Schedule 2.08(f) contains a true and correct statement of the names, relationship with Seller or any Seller Subsidiary, present rates of compensation (whether in the form of salary, bonuses, commissions, or other supplemental compensation now or hereafter payable), and aggregate compensation for the fiscal year ended December 31, 1999 of (i) an amount to be mutually agreed upon by each director, officer, or other employee of Seller or of any Seller Subsidiary whose aggregate compensation for the parties based upon fiscal year ended December 31, 1999 exceeded $25,000 or whose aggregate compensation presently exceeds the projected costs to cover pension benefit obligations owing to Seller's transferred employees, rate of $25,000 per annum and (ii) an amount to be mutually agreed upon by the parties equal to the value all sales agents, dealers, or distributors of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to Seller or in respect of any transferred employee who retires Subsidiary. Except as set forth in Schedule 2.08(f), since December 31, 1999, neither Seller nor any Seller Subsidiary has changed the rate of compensation of any of its directors, officers, employees, agents, dealers, or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect distributors, nor has any Employee Benefit Plan or program been instituted or amended to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsincrease benefits thereunder.

Employees. As (a) The Seller has provided the Purchaser with a true, correct and complete list of all of the ClosingSeller's employees 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, Buyer 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 employ consistent with its business needs the IP offer -------- ------------------ at-will employment to all active full-time employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect of Seller as of the date of Closing. IP Closing Date (the "Continuing Employees") on terms and Xxxxx shall agree conditions which, in the Definitive Agreement -------------------- aggregate, are substantially equivalent to develop a transition plan in accordance those applicable to such persons' terms and conditions of employment with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton Seller immediately prior to and following Closingthe Closing Date. IP Nothing in this Section 9.11 shall obligate Purchaser to continue to employ any Continuing Employee for any period of time. (c) The Seller will be responsible for implementing and funding shall pay (and the transition plan for Stockholders shall cause the Seller to pay) to Seller's employees at Clinton who are not transferred to (employed byi) Xxxxx all amounts of wages, bonuses and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets other renumeration (including, but not limited towithout limitation, promissory notes evidencing loans from IP's corresponding defined contribution plans discretionary benefits and bonuses) payable to transferred such employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal respect to the total of (i) an amount period ending on the day prior to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesClosing Date, (ii) any workers' compensation claims, amounts payable under Plans maintained by Seller and other amounts payable on an amount ongoing basis to be mutually agreed upon by such employees in connection with events or incidents occurring prior to the parties Closing Date, except to the extent that such amounts are paid under insurance, (iii) amounts equal to the value vacation pay, sick leave pay and floating holiday pay earned or accrued by such employees as of retiree medical the close of business on the Closing Date, whether or not such pay is vested or has been accrued on the books of the Seller at such close of business, based upon the remuneration of such employees, normally used in computing such vacation pay, sick leave pay and life insurance benefits for each transferred employee accrued through floating holiday pay and (iv) all severance payments, if any, due to such employees as a result of the date immediately preceding Closing, less (iii) any payment made to or in respect termination of any transferred employee who retires or otherwise terminates their employment with Buyer after Closing the Seller. Seller shall also be responsible for and before the date of the transfer of such assets. With shall pay any related payroll burden (including, without limitation, FICA and other employment taxes) with respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be payments made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsunder this Section 9.11(c).

Employees. As (a) Each of the Closingemployees employed as of the Closing Date by the Company or a Subsidiary is hereinafter referred to as a “Transferring Employee.” Parent shall, Buyer or Parent shall cause the Company or a Subsidiary to, for the period beginning on the Closing Date and ending on December 31, 2005, provide to the Transferring Employees, who continue employment with the Company or a Subsidiary, salary and employee benefits that in the aggregate are substantially similar to the salary and benefits as provided by the Company and its Subsidiaries to such Transferring Employees as of immediately prior to the Closing Date. Parent agrees that it will employ consistent with its business needs not terminate or amend the IP employees then working at Xxxxxxx Company severance plan in effect on the date hereof, a true and those fully dedicated complete copy of which has previously been provided to Xxxxxxx who are Parent, for the period beginning on Xxxxxxx'x budget the Closing Date and payroll ending on December 31, 2005 and Buyer will be given such Company severance plan shall remain in full force and effect during such period for all Transferring Employees. Notwithstanding anything to the opportunitycontrary in this Section 7.14, nothing in this Agreement shall limit the right of Parent or the Company to, subject to agreement by IP the immediately preceding sentence, modify, amend, suspend or terminate any Company Benefit Plan. (b) Transferring Employees shall be credited for their length of service with the Company and Buyer as any Subsidiary to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize extent of the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained maintained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced aboveParent, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer Company or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees a Subsidiary that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable cover such Transferring Employees on or after the ClosingClosing Date for purposes of eligibility, Seller shall cause to be transferred from Seller's pension vesting and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of any pre-existing condition limitations, other than (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover under any defined benefit pension benefit obligations owing to Seller's transferred employeesplan, (ii) an amount to be mutually agreed upon by the parties equal to the value extent that any such crediting of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closingservice would result in duplication of benefits, less (iii) for purposes of eligibility for subsidized early retirement benefits or (iv) for any payment made new program for which credit prior to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the effective date of such program is not given to similarly situated employees of Parent other than the transfer of Transferring Employees. (c) The health plans that cover the Transferring Employees in the plan year in which the Closing Date occurs shall credit such assets. With respect Transferring Employees with all co-payments, deductibles and similar amounts paid by the Transferring Employees under the applicable Company Benefits Plans prior to the preceding sentence, a dollar for dollar adjustment Closing Date to the purchase price extent credited under the applicable Company Benefit Plans. (d) No Transferring Employee or other current or former employee of the Company or any Subsidiary, including any beneficiary or dependent thereof, or any other person not a party to this Agreement, shall be made in the event that compliance with applicable law results in the actual assets transferred entitled to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsassert any claim hereunder.

Employees. As (a) Except as provided in (b) below, Buyer shall offer employment effective as of the Closing Date to all Business Employees who are identified on Schedule 5.11(a) and who are actively at work at Seller immediately prior to the Closing, Buyer will employ consistent with its business needs the IP except for those listed on Schedule 8.2(a) who shall remain employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are of Seller. Each offer of employment shall be made on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as a date prior to the particular individuals involvedClosing Date that is mutually agreeable to Buyer and Seller, shall be conditioned on the Business Employee actually working for Seller up to offer positions the Closing and shall provide salary, position, bonus targets and health benefits that in the aggregate are substantially comparable to IP headquarters staff whose job responsibility is the salary, position, bonus targets and health benefits provided by Seller to the Business Employee. The offers of employment shall provide support for Xxxxxxxa work location within a reasonable commute of the work location provided by Seller to the Business Employee. For the avoidance of doubt, nothing herein shall preclude Buyer will recognize from amending or terminating any of the unions which currently represent employees at Clinton items set forth in the preceding sentence following the Closing Date; provided, however, that, so long as a Transferred Employee remains employed by Buyer, no such action taken within the three month period following the Closing Date shall have the effect of reducing or eliminating any such salary, position, bonus targets and will adopt pension health benefits such that they are no longer substantially comparable to the salary, position, bonus targets and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar health benefits provided by Seller to the Transferred Employee. All such employees retained by who accept and timely commence employment with Buyer are hereinafter referred to as such employees would receive under IP's plans the “Transferred Employees.” (b) In the case of any Business Employee identified on Schedule 5.11(a) and programs in effect not listed on Schedule 8.2(a) who is on an approved leave of absence (including due to authorized short-term leave of absence or short-term disability) as of the Closing Date (“Leave Status Employee”), if such employee is able to return to work within 90 days following the Closing Date, Buyer shall extend an offer of employment to such employee upon the same terms described in (a) except that it shall be for employment effective as of the employee’s return to work date, rather than the Closing Date. (c) Effective as of the Closing (or the employee’s return to work date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance case of any Leave Status Employee) (“Hire Date”), all Transferred Employees who accept and commence employment with Sections 16-128 of the Illinois Public Utilities Act Buyer shall cease to be offered to employees of Clinton prior Seller and shall become employees of Buyer. Buyer shall neither adopt nor become a sponsoring employer of, or have any obligations or liabilities under or with respect to, Seller’s Benefit Plans. (d) Subject to Section 8.2(e), Buyer shall provide all Transferred Employees with credit for their service with Seller for purposes of eligibility to participate and vesting under all employee benefit plans, programs and policies of Buyer in which such employees are eligible to participate, except to the extent that the provision of such credit would result in duplications of benefits. (e) On the Closing Date, Buyer shall adopt a severance plan applicable to periods on or following Closingthe Closing Date with substantially comparable benefits to those described in Seller’s Severance Pay Policy for any Transferred Employee; provided, however, that Buyer shall not be required to provide Transferred Employees with credit for their service with Seller under such severance plan. IP will be responsible for implementing and funding For the transition avoidance of doubt, nothing herein shall preclude Buyer from amending or terminating such severance plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during following the twenty-four (24) Closing Date; provided, however, that no such action taken within the three month period following Closingthe Closing Date shall have the effect of reducing or eliminating any such benefit. (f) Buyer shall be solely responsible for providing continuation medical coverage as required by Sections 601–607 of ERISA for all Transferred Employees and their dependents with respect to all qualifying events that occur on or after the applicable Hire Date. Following Seller shall be solely responsible for providing continuation medical coverage as required by Sections 601–607 of ERISA for all Business Employees and their dependents with respect to all qualifying events that occur prior to the applicable Hire Date. (g) Buyer shall not provide any subsidy or incentive, directly or indirectly, to any Transferred Employee for electing COBRA continuation coverage or retiree medical insurance coverage offered by Seller, other than, in the event Seller does not have its employment of health benefit plans in place, with respect to COBRA continuation coverage during the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable first 90 days immediately following the ClosingClosing Date. (h) Without limiting the obligation of Seller under applicable law, IP will transfer or Seller shall cause the accounts of each Transferred Employee under Seller’s 401(k) plan to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal become fully vested immediately prior to the assets (including, but not limited to, promissory notes evidencing loans Closing Date. Seller shall also cause each Transferred Employee who would have been eligible to receive retiree medical benefits had such employee retired from IP's corresponding defined contribution plans to transferred employees that are outstanding Seller and its Affiliates as of the transfer dateClosing Date or during the 24 month period following the Closing Date, had such employee remained employed with Seller or an Affiliate, to receive such retiree medical benefits if such employee retires from Buyer and its Affiliates during the 24 month period commencing on the Closing Date. Buyer shall notify Seller of any such retirement during such 24 month period. (i) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the ClosingClosing Date, Buyer and Seller shall cause arrange for the accounts of all Transferred Employees in Seller’s 401(k) plan to be transferred from Seller's pension and welfare benefit plans to a 401(k) plan of Buyer or its affiliates an amount Affiliate of Buyer in a trustee-to-trustee transfer (which is intended to be qualified under §401 of the "Benefit Assets Transfer Amount") equal to Code). The transfer shall be in the total form of (i) an amount cash or other assets, such as mutual fund shares, acceptable to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, trustee of Buyer’s 401(k) plan and (ii) an amount the promissory notes representing any outstanding participant loans of the Transferred Employees. (j) As soon as practicable after the Closing Date, Seller shall pay to be mutually agreed upon by the parties equal to each Transferred Employee the value of retiree medical all accrued, unused paid time off. (k) On the first business day following the Closing Date, Seller shall provide a list of the name and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect site of employment of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date all employees of the transfer of such assets. With respect Business who have experienced an employment loss or layoff (as defined by WARN or any similar applicable state or local law requiring notice to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made employees in the event that compliance with applicable law results of a closing or layoff) within ninety (90) days prior to the Closing Date. (l) Nothing in this Section 8.2 express or implied shall confer upon any Transferred Employee, any current or former employee of Seller or other person or legal representative thereof any rights or remedies, including any right to employment, continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under or by reason of this Agreement, and no such person shall be considered a third party beneficiary of this Agreement. (m) If requested by Buyer, Seller shall, during the 90 day period following the Closing Date, provide certain payroll and benefits administration services on behalf of Buyer, in each case in the actual assets transferred manner set forth in the Transitional Services Agreement. In order to perform such services, Seller may be required to incur certain expenses with its service providers on behalf of Buyer being different than prior to Closing. Upon any termination of this Agreement under Section 12.1, except for a termination by Buyer under Section 12.1(c), Buyer agrees to reimburse Seller within five days of such termination for any such expenses approved by Buyer. (n) Seller shall cause each Transferred Employee who has an account balance in any deferred compensation plan sponsored by Seller or any of its Affiliates to be paid out the assets full value of such account balance in accordance with each Transferred Employee’s election under Seller’s deferred compensation plan. (o) Buyer shall establish a dependent care spending account and a medical care spending account (the “Buyer FSAs”) effective as of the Closing Date, which Buyer FSAs shall have terms that would have been transferred are substantially identical to the analogous Seller dependent care and medical care flexible spending accounts (the “Seller FSAs”) as in effect immediately prior to the Closing Date. Buyer and Seller shall take all steps necessary or appropriate so that the account balances (if any) under the asset calculation were undertaken using mutually approved long-term actuarial assumptionsSeller FSAs of each Transferred Employee who has elected to participate therein in the year in which the Closing Date occurs shall be transferred, including, but not limited to, long-term trust earningsas soon as practicable after the Closing Date from the Seller FSAs to the corresponding Buyer FSAs. The Buyer FSAs shall assume responsibility as of the Closing Date for all outstanding dependent care and medical care claims under the Seller FSAs of each Transferred Employee for the year in which the Closing Date occurs and shall assume and agree to perform the obligations of the analogous Seller FSA from and after the Closing Date. Buyer shall take all steps necessary or appropriate so that the contribution elections of each such Transferred Employee as in effect immediately before the Closing Date remain in effect under the Buyer FSAs following the Closing Date.

Employees. As (a) The Seller has provided the Purchaser with a true, correct and complete list of all of the ClosingSeller's employees indicating the rate of pay of each such employee during the 12 months preceding the date hereof and the status of each such employee as active, Buyer 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 employ consistent offer -------- ------------------ at-will employment to all active full-time employees of the Seller 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' terms and conditions of employment with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as Seller immediately prior to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for XxxxxxxClosing Date. Buyer The Purchaser will recognize ensure that the unions which currently represent employees at Clinton and will adopt pension and other Purchaser's employee benefit plans treat employment with the Seller prior to the Closing Date the same as employment with the Purchaser from and arrangements after the Closing Date for Xxxxxxx employees which will provide substantially similar benefits purposes of eligibility and vesting. Nothing in this Section 9.11 shall obligate the Purchaser to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as continue to employ any Continuing Employee for any period of time. (c) Except to the extent any of the date of Closing. IP and Xxxxx shall agree following are Assumed Liabilities taken into account as a deduction in calculating the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of Net Asset Value, the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP Seller will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal shall pay to the assets Seller's employees or to respective insurance companies (i) all amounts of wages, bonuses and other renumeration (including, but not limited towithout limitation, promissory notes evidencing loans from IP's corresponding defined contribution plans discretionary benefits and bonuses) payable to transferred such employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal respect to the total of (i) an amount period ending on the day prior to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeesClosing Date, (ii) an amount any workers' compensation claims, amounts payable with respect to be mutually agreed upon Plans maintained by the parties 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 value vacation pay, sick leave pay and floating holiday pay earned or accrued by such employees as of retiree medical the close of business on the Closing Date, whether or not such pay is vested or has been accrued on the books of the Seller at such close of business, based upon the remuneration of such employees, normally used in computing such vacation pay, sick leave pay and life insurance benefits for each transferred employee accrued through floating holiday pay and (iv) all severance payments, if any, due to such employees as a result of the date immediately preceding Closing, less (iii) any payment made to or in respect termination of any transferred employee who retires or otherwise terminates their employment with Buyer after Closing the Seller. The Seller shall also be responsible for and before the date of the transfer of such assets. With shall pay any related payroll burden (including, without limitation, FICA and other employment taxes) with respect to the preceding sentence, a dollar for dollar adjustment payments made under this Section 9.11(c) except to the purchase price shall be made extent such payroll burden is an Assumed Liability taken into account as a deduction in calculating the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsNet Asset Value.

Employees. As (a) Within thirty (30) days from the date hereof, Acquiror and Merger Sub shall notify the Company which employees will not be retained after the Effective Time. The Company shall, subject to the terms and conditions of this Agreement, use its reasonable efforts to encourage the employees of the Company to continue their employment and relationship with the Company following the Effective Time. (b) Immediately following the Closing, Buyer will employ consistent all employees of the Company that become employees of Acquiror or its subsidiaries ("Merger Employees") and their dependents and beneficiaries, as applicable, during such time as employment with the Acquiror and its business needs affiliates is continued, shall be eligible to participate in the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP Acquiror and Xxxxx shall agree in its affiliates ("Merger Sub Benefit Plans") on the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 same terms and conditions as similarly situated employees of the Illinois Public Utilities Act Acquiror and its affiliates are eligible to be offered participate therein but not subject to employees any preexisting condition exclusions. Merger Sub Benefit Plans shall recognize prior service of Clinton a Merger Employee with the Company to the extent recognized under the corresponding Company benefit plans prior to the Closing as service with the Acquiror and following Closing. IP will be responsible its affiliates for implementing and funding the transition (i) any Merger Sub Benefit Plan that is not an employee pension benefit plan for employees at Clinton who are not transferred to all purposes and (employed byii) Xxxxx and any Merger Sub Benefit Plan that is an employee pension benefit plan, for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closingall purposes other than benefit accrual. Following its employment of the employees referenced Except as provided above, the Buyer benefit coverage which Acquiror or its affiliates will comply with provide to the provisions of Section 16-128 of Merger Employees under Merger Sub Benefit Plans shall commence immediately following the Illinois Public Utilities ActClosing. (c) As soon as practicable before Closing, but in no event less than one (1) day prior to Closing, Company shall adopt all corporate resolutions necessary to: (i) freeze participation and benefit accruals under the Company 401(k) Plan, effective no later than one (1) day prior to Closing; and (ii) terminate the Company 401(k) Plan, effective no later than one (1) day prior to Closing. As soon as practicable following prior to Closing, Company shall contribute to each Plan all contributions, including but not limited to employee deferrals and related matching contributions, required or necessary under the terms of such Plan covering the benefits that have accrued as of Closing. Following the Closing, IP will transfer or cause Acquiror and Merger Sub shall take all steps necessary to obtain a favorable determination letter with respect to the termination of the Company's 401(k) Plan. Distribution of all Company 401(k) Plan assets not otherwise distributable shall be transferred to defined contribution plans established and/or already made following receipt of such favorable determination letter, and the 401(k) Plan maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer Acquiror or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of shall accept such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made distributions from Merger Employees in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsform of rollover contributions.

Employees. As (a) Prior to the Effective Time, NatWest Plc --------- shall take such action as shall be necessary to cause (i) all employees of the Closing, Buyer will employ consistent with Included Subsidiaries other than Transferred Employees (the "Continuing Employees") to become employees of NBNA or its business needs Subsidiaries and (ii) the IP employees then working at Xxxxxxx sponsorship of all Employee Plans and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits Benefit Arrangements applicable to such employees retained to be assumed by Buyer NBNA or one of its Subsidiaries. Effective at the Effective Time and subject to applicable law, Continuing Employees shall continue as such employees would receive of the Surviving Bank or its Subsidiaries, provided that nothing herein shall -------- create a contract between any Continuing Employee and the Surviving Bank or its Subsidiaries, give a Continuing Employee the right of employment with the Surviving Bank or its Subsidiaries or prohibit the Surviving Bank or its Subsidiaries from discharging any Continuing Employee at any time after the Effective Time. (b) For a period of 12 months after the Closing Date, FFG shall, or shall cause the Surviving Bank to, maintain the severance arrangements listed in Schedule 10.1 for the benefit of Continuing Employees and provide outplacement services substantially similar to those provided under IP's the existing National Westminster Bancorp Officer Outplacement Policy. Except as provided in the previous sentence, from and after the Effective Time and subject to applicable law, FFG shall provide the Continuing Employees with employee benefits, including but not limited to pension plans, thrift plans, management incentive plans, group life plans, accidental death and dismemberment plans, travel accident plans, medical and hospital plans and programs long term disability plans, on terms and conditions generally applicable to similarly situated employees of FFG ("FFG Benefits"); provided that FFG, in -------- its discretion, may provide FFG Benefits to the Continuing Employees through one or more of the Employee Plans or Benefit Arrangements in effect for the benefit of Continuing Employees. Subject to restrictions imposed by law, FFG shall cause the plans, practices and arrangements providing such FFG Benefits to recognize service of the Continuing Employees with NatWest Plc and its Subsidiaries for all purposes for which such service was recognized under the applicable plans, practices and arrangements of the Included Subsidiaries. (c) FFG agrees to honor in accordance with applicable law all contracts, arrangements, commitments, or understandings described in Schedule 4.20 and all benefits vested thereunder as of the date of Closing. IP and Xxxxx shall agree Effective Time except those contracts, commitments, or understandings with Transferred Employees; provided that, except as provided in the Definitive Agreement to develop a transition plan first sentence of -------- Section 10.1(b), nothing in accordance with Sections 16-128 this sentence shall be interpreted as preventing FFG from amending, modifying or terminating any contracts, commitments or understandings as permitted by applicable law. (d) The provisions of the Illinois Public Utilities Act first sentence of Sections 10.1(b) and 10.1(d) are intended to be offered to employees of Clinton prior to for the benefit for, and following Closing. IP will be responsible for implementing enforceable by, the Continuing Employees covered thereunder and funding the transition plan for employees at Clinton who are not transferred to their heirs and representatives. (employed bye) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment For purposes of the employees referenced aboveEmployee Plans and the Benefit Arrangements, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees parties hereto agree that are outstanding as of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total purchase price" of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price Bancorp shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earnings$3,260,000,000.

Employees. As Purchaser acknowledges that the Union Employees at the Premises are 18848190v.10 employees of Xxxxxxxxx Industries, Inc., and/or its affiliate Core Facilities Services LLC (collectively, the Closing, Buyer will employ consistent "Service Provider") and are covered by the Union Agreement with its business needs the IP employees then working at Xxxxxxx Local 94 and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for XxxxxxxLocal 2013 UFCW. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Effective as of the date of Closing Date, all Union Employees listed on Exhibit 16(A)(ii) (and any replacements thereof) shall be offered the same employment at the Building on substantially the same terms and conditions as such Union Employees were employed immediately prior to the Closing. IP The parties agree that from and Xxxxx after the Closing the Union Employees shall agree be employed by Service Provider or another third-party service provider pursuant to a contract with Purchaser or its designee, as Purchaser elects in its sole discretion, in substantially the Definitive Agreement same manner as employment arrangements are currently addressed for the Property. Purchaser shall be solely responsible for, and hereby assumes, or will cause its designee to develop a transition plan in accordance assume, all liabilities whatsoever with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited respect to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of any and all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed upon by salaries (for the parties based upon period from and after the projected costs to cover pension benefit obligations owing to Seller's transferred employeesClosing Date), (ii) an amount to be mutually agreed upon by the parties equal benefits attributable to the value of retiree medical period from and life insurance benefits for each transferred employee accrued through after the date immediately preceding ClosingClosing Date payable to the Union Employees and all relevant benefit plan contributions, less (iii) benefit continuation and/or severance payments relating to any payment made to or in respect Union Employee that may be payable upon any termination of employment of any transferred employee who retires such Union Employee from and after the Closing Date, and (iv) notices, payments, fines or otherwise terminates employment assessments due pursuant to any laws, rules or regulations arising under federal, state or local jurisdiction or otherwise, with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentenceemployment, a dollar for dollar adjustment to discharge or layoff of Employees from and after the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptionsClosing Date, including, but not limited to, longsuch 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. Seller shall pay (through its third-term trust earnings.party Service Provider) all wages, payroll taxes and fringe benefits (including vacation pay and sick pay to the extent actually earned), as well as social security, unemployment compensation, health, life and disability insurance as well as welfare and pension fund contributions, if any) through the date immediately preceding the Closing, subject to adjustment to the extent such payments relate to a period of time from and after the Closing Date. Purchaser, with respect to the period from and after the Closing Date, hereby agrees to indemnify and defend Seller and the other Seller Related Parties, and Seller, with respect to the period of Seller’s ownership of the Property prior to the Closing, hereby agrees to indemnify and defend Purchaser and its affiliates, shareholders, officers, directors, partners, principals, members, managers, employees, agents and contractors against, and agrees to hold them harmless from, any and all claims, complaints, charges, grievances, losses, damages and expenses (including, without limitation, reasonable attorneys' fees and expenses) and other liabilities or obligations incurred or suffered as a result of any claim by any Employee (or other representative thereof, including, without limitation, the union or any fund trustee) that arises under federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the National Labor Relations Act, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA (as hereinafter defined), the Multi Employer Pension Plan Act of 1980 (including, without limitation, any claim for pension plan withdrawal liability arising out of the transaction contemplated by this Agreement), the Displaced Building Service Workers Protection Act of the City of New York, and all other statutes or rules regulating the terms and conditions of employment), under any regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) during the period of their respective ownership of the Property. 18848190v.10

Employees. As 7.5.1 Effective as of the Effective Time, the Company shall terminate the employment of all employees set forth on the attached Schedule 7.5.1, and Buyer shall offer employment to all of such individuals, effective as of the Effective Time. The individuals listed on the attached Schedule 7.5.1 who accept Buyer’s offer of employment are referred to as the “Transferred Employees.” 7.5.2 For a period starting at the Effective Time and ending one (1) year following the Effective Time (the “Continuation Period”), Buyer shall, or shall cause its Affiliates (including the Subsidiaries following the Closing) to maintain the wages and salaries of the Covered Employees that are comparable, and incentive opportunities and benefit plans, programs and arrangements (including health, welfare and retirement benefits, disability coverage and severance policies and programs (the “Buyer Plans”)) for the benefit of Covered Employees that are provided by the Buyer or Parent to its employees that are similarly situated; provided, however, that this Section 7.5.2 shall not create a contract of employment for any Covered Employee, or affect the terms of any Covered Employee’s service, except as specifically provided herein. From and after the Closing, Buyer will employ consistent with shall, or shall cause its business needs Affiliates (including the IP employees then working Subsidiaries following the Closing) to, (i) provide coverage for Covered Employees and their eligible dependents under its or their medical, dental and health plans without interruption of coverage (provided, however, this obligation may be met through the Transition Services Agreement); (ii) cause there to be waived any pre-existing condition, actively at Xxxxxxx work requirements, waiting periods and those fully dedicated any other similar restriction; and (iii) cause the Buyer Plans to Xxxxxxx who are on Xxxxxxx'x budget honor any expenses incurred by the Covered Employees and payroll their eligible dependents under similar plans of the Sellers and Buyer will be given the opportunity, subject to agreement by IP and Buyer as Subsidiaries prior to the particular individuals involvedClosing in the plan year in which the Closing occurs for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses, and with respect to offer positions any lifetime maximums, as if there had been a single continuous employer. If Buyer or any Subsidiary terminates the employment of any Covered Employee (other than for cause) during the Continuation Period, Buyer shall, or shall cause its Affiliates (including the Subsidiaries following the Closing) to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits pay to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect as of the date of Closing. IP and Xxxxx shall agree in the Definitive Agreement to develop Covered Employee a transition plan severance in accordance with Sections 16-128 the severance policy described on the attached Schedule 7.5.2. 7.5.3 For purposes of the Illinois Public Utilities Act eligibility, level of benefits, vesting and benefit accruals (other than benefit accruals under a defined benefit pension plan) under each Buyer Plan in which Covered Employees are eligible to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable participate following the Closing, IP will transfer Buyer shall, and shall cause its Affiliates (including the Subsidiaries following the Closing) to, give each Covered Employee full credit under each such Buyer Plan for all service with any Seller or cause Subsidiary, their Affiliates, and any predecessor employer prior to the Closing to the same extent as such service was recognized for such purpose by the Seller or Subsidiary and/or its Affiliates prior to the Closing; provided, however, that such service shall not be credited to the extent that it would result in a duplication of benefits. 7.5.4 Notwithstanding any other provision of this Agreement, nothing contained in this Section 7.5 shall (i) be deemed to be transferred to defined contribution plans established and/or already maintained by the Buyer adoption of, or an amount equal to the assets (including, but not limited amendment to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as any employee benefit plan, program, arrangement, contract or practice, or otherwise limit the right of the transfer date) representing the account balances of all transferred employees. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension and welfare benefit plans to Buyer or its affiliates an amount Affiliates (including the "Benefit Assets Transfer Amount") equal Subsidiaries following the Closing), to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension amend, modify or terminate any employee benefit obligations owing to Seller's transferred employeesplan, program, arrangement, contract or practice or (ii) an amount give any third Person any right to be mutually agreed upon by enforce the parties equal to the value provisions of retiree medical and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsthis Section 7.5.

Employees. As (a) Each employee that accepts employment with NewCo USA (collectively, the “Transferred Employees”) and each other employee of a Purchased Entity that continues employment after the Closing Date (the “Continuing Business Employees”) will be credited for eligibility and vesting from the Closing Date under the benefit plans, programs and arrangements of the Closing, Buyer will employ consistent employing Purchased Entity (the “Purchaser Employer”) with its business needs their service to Seller or a Purchased Entity before the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as Closing Date to the particular individuals involved, same extent such service was credited under the comparable plans of the Seller or Purchased Entity employer. The applicable Purchaser Employer will give each Transferred Employee and Continuing Business Employee full credit for accrued vacation to offer positions the extent accrued on the Closing Date Statement. Purchaser will use commercially reasonable efforts to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other cause its third party providers of its Purchaser Employer employee benefit plans to waive all limitations as to pre-existing conditions, exclusions and arrangements for Xxxxxxx employees which will provide substantially similar benefits waiting periods with respect to participation and coverage requirements applicable to Transferred Employees or Continuing Business Employee under any welfare plan that such employees retained by Buyer as may be eligible to participate in after the Closing Date. Purchaser will use commercially reasonable efforts to cause any Purchaser Employer to provide each Transferred Employee or Continuing Business Employee with credit for any co-payments and deductibles paid before the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees would receive are eligible to participate in after the Closing Date to the same extent as if those deductibles or co-payments had been paid under IP's the welfare plans and programs in effect as of for which such employees are eligible after the date of ClosingClosing Date. IP and Xxxxx shall agree in the Definitive Agreement to develop a transition plan in accordance with Sections 16-128 of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP Neither Purchaser nor any Purchased Entity will be responsible for implementing and any loss incurred by an insured Benefit Plan (known as a “run-out or deficit funding the transition plan obligation”) of any Business Entity for employees at Clinton who are not transferred claims occurring prior to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following Except as expressly set forth herein, neither Purchaser nor any Purchaser Employer shall have any liability whatsoever on account of such Transferred Employee’s previous employment by Seller, nor shall Purchaser or any Purchaser Employer assume or otherwise be responsible for any past or future obligation of Seller to such Transferred Employee, other than those required by Law or those which are triggered by acts of Purchaser. Neither Purchaser nor any Purchased Entity shall have any liability whatsoever on account of any of Seller’s employees who is offered employment by a Purchased Entity and who rejects such offer. Purchaser shall be responsible for, and shall indemnify, defend and hold harmless Seller for, any Liability under the Worker Adjustment and Retraining Notification Act with regard to the Transferred Employees to the extent such Liabilities are triggered by job losses attributable to Purchaser’s acts or omissions not in compliance therewith, and provided that Seller has fully complied with its employment of the employees referenced above, the Buyer will comply with the provisions of obligations under Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following 6.12. (b) After the Closing, IP Purchaser will cause NewCo USA’s 401(k)/profit sharing plan to accept the rollover of amounts distributed by Seller to any Transferred Employee from Seller 401(k)/profit sharing plan, including the acceptance in such rollover of any outstanding plan loan of such Transferred Employee. (c) Seller will transfer or cause all amounts held in each Transferred Employee account to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution plans to transferred employees that are outstanding as of the transfer date) representing the account balances of all transferred employeesNewCo USA’s 125 Plan. This transfer will be done in the most practical and effective method in order to ensure compliance with the Internal Revenue Code and the Employee Retirement Income Security Act. As soon as practicable after After the Closing, Seller Purchaser will cause NewCo USA’s 125 Plan to accept, such amounts after the Closing Date. (d) Neither Purchaser nor any Purchaser Employer shall cause have any obligation to employ any Continuing Business Employees other than on an at-will employment basis (other than Business Employees of Avure Sweden) and shall have no obligation to employ such persons for a certain length of time. Further, nothing in this Agreement is intended to be transferred from Seller's pension and welfare benefit plans to Buyer construed as an employment agreement, whether express or its affiliates an amount (the "Benefit Assets Transfer Amount") equal to the total of (i) an amount to be mutually agreed implied. This Agreement shall not confer any rights or remedies upon by any person other than the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employees, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical hereto and life insurance benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing their respective successors and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsassigns.

Employees. As of the Closing, Buyer will employ consistent with its business needs the IP employees then working at Xxxxxxx and those fully dedicated to Xxxxxxx who are on Xxxxxxx'x budget and payroll and Buyer will be given the opportunity, subject to agreement by IP and Buyer as to the particular individuals involved, to offer positions to IP headquarters staff whose job responsibility is to provide support for Xxxxxxx. Buyer will recognize the unions which currently represent employees at Clinton and will adopt pension and other employee benefit plans and arrangements for Xxxxxxx employees which will provide substantially similar benefits to such employees retained by Buyer as such employees would receive under IP's plans and programs in effect Effective as of the date Closing Date and for a period of Closing. IP and Xxxxx four (4) years from the Closing Date, ADS shall agree in employ the Definitive Agreement to develop a transition plan Employees, except those terminated in accordance with Sections 16-128 ADS' employment policies and practices. ADS shall assume any and all duties, obligations and responsibilities related to the Employees as of the Illinois Public Utilities Act to be offered to employees of Clinton prior to and following Closing. IP will be responsible for implementing and funding the transition plan for employees at Clinton who are not transferred to (employed by) Xxxxx and for applicable severance obligations owing to any transferred employees lawfully terminated (except for cause) by Xxxxx during the twenty-four (24) month period following Closing. Following its employment of the employees referenced above, the Buyer will comply with the provisions of Section 16-128 of the Illinois Public Utilities Act. As soon as practicable following the Closing, IP will transfer or cause to be transferred to defined contribution plans established and/or already maintained by the Buyer an amount equal to the assets (Closing Date including, but not limited to, promissory notes evidencing loans from IP's corresponding defined contribution the following: (i) ADS shall compensate the Employees consistent with the compensation paid similarly situated employees of ADS, but in any event will continue to compensate at the same level of base pay compensation being paid the Employees on the Effective Date, subject to future changes consistent with ADS' employment policies and practices; (ii) ADS shall provide immediate coverage for the Employees, effective as of 12:00 a.m. in Jacksonville, Texas on the Closing Date, under a group health insurance plan sponsored by ADS, which provides group health coverage consistent with that provided to similarly situated employees of ADS; (iii) ADS shall waive all waiting or qualification periods and pre-existing conditions limitations of such group health insurance plans for the Employees; (iv) ADS shall grant the Employees vacation and sick leave consistent with the vacation and sick leave granted similarly situated employees of ADS, but in any event not less than the same level to transferred employees that which the Employees are outstanding entitled as of the transfer dateEffective Date; (v) representing ADS shall permit the account balances Employees to use any unused vacation and sick leave during the remainder of calendar year 2003 subject to prior approval consistent with ADS' policies and practices; (vi) ADS shall permit the Employees to participate in ADS' 401(k) Plan, retirement, profit sharing, group life insurance, and any and all transferred employees. This transfer will be done in other employee benefit plans on the most practical same basis as other employees of ADS; and effective method in order (vii) ADS shall grant past service credit to ensure compliance with the Internal Revenue Code Employees for purposes of eligibility and vesting under ADS' tax-qualified retirement plans and the Employee Retirement Income Security Act. As soon as practicable after the Closing, Seller shall cause to be transferred from Seller's pension ADS vacation plan and welfare any other benefit plans to Buyer for which prior service or its affiliates an amount (the "Benefit Assets Transfer Amount") equal vesting determines eligibility or benefits. Notwithstanding anything to the total of (i) an amount to be mutually agreed upon by the parties based upon the projected costs to cover pension benefit obligations owing to Seller's transferred employeescontrary in this Section 8.18.2, (ii) an amount to be mutually agreed upon by the parties equal to the value of retiree medical and life insurance ADS shall not employ, or provide benefits for each transferred employee accrued through the date immediately preceding Closing, less (iii) any payment made to or in respect of any transferred employee who retires or otherwise terminates employment with Buyer after Closing and before the date of the transfer of such assets. With respect to the preceding sentence, a dollar for dollar adjustment to the purchase price shall be made in the event that compliance with applicable law results in the actual assets transferred to Buyer being different than the assets that would have been transferred if the asset calculation were undertaken using mutually approved long-term actuarial assumptions, including, but not limited to, long-term trust earningsany Employees who are on a leave of absence on the Closing Date until such time as they return from their leave of absence.