Common use of Employees Clause in Contracts

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) Subject to subparagraph (e) and (f) below, for the period commencing at the Effective Time and ending no earlier than the first (1st) anniversary thereof (the “Transition Period”), Parent shall (maintain, or shall cause Hersha Lessee the Surviving Corporation and its Subsidiaries to maintain, compensation, employee benefit plans and arrangements and severance pay and benefits for those employees of the Company and its Subsidiaries who remain employed by the Surviving Corporation or its Subsidiaries after the Effective Time (each an “Affected Employee” and collectively, the “Affected Employees”) that are, in the aggregate, when considered as a whole as to any such Affected Employee, no less favorable than as provided under the compensation arrangements, Benefit Plans, severance plans and current policies of the Company and its Subsidiaries as in effect on the date hereof. (b) Parent shall, or shall cause the Surviving Corporation to, honor all Benefit Plans (including any obligations with respect to deferral elections previously made pursuant to such Benefit Plan that are not terminated and settled as of the Effective Time) terminate and other contractual commitments, including, without limitation, severance and change-in-control agreements, in effect immediately prior to the Effective Time between the Company and Affected Employees, retirees or former employees of the Company, to the extent such obligations are specified in Section 5.11(b) of the Company Disclosure Letter. In addition to and without limiting the generality of the foregoing, Parent shall, or shall cause the Surviving Corporation to, (i) pay all annual bonuses (or any pro rated earned portions thereof, where full year employment is not applicable and the Management Agreement terms of such bonuses require such pro ration) that are payable to 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 under the Company’s bonus plan, and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping serviceshonor all vacation, as such agreement is listed on Schedule 8.2(f) attached hereto (holiday, sickness and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed personal days validly accrued by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Affected Employees as of the Adjustment Point Effective Time (which accruals as of March 26, 2007 are set forth on Schedule 5.11(b) of the Company Disclosure Letter), pursuant to the terms of any Benefit Plan in effect on the date hereof or as required by applicable Law. (c) During the Transition Period, Parent shall, or shall cause the Surviving Corporation to, give all Affected Employees full credit for purposes of benefit accrual, eligibility and claims vesting under any employee benefit plan arrangement maintained by Parent or the Surviving Corporation or any Subsidiary thereof for benefits such 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 that such crediting of service shall not result in any duplication of benefits. (d) During the Transition Period, Parent shall, or shall cause the Surviving Corporation to, (i) with respect to any life, health or long-term disability insurance plan, waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements under any welfare benefit plan established during the Transition Period to replace any Benefit Plan in which such Affected Employees incurred 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 been satisfied as of the Adjustment PointEffective Time under any plan maintained for the Affected Employee immediately prior to the Effective Time, together (ii) with F.I.C.A.respect to any health insurance plan adopted during the Transition Period, unemployment provide each Affected Employee with credit for any co-payments and other taxes 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 benefits due from (iii) with respect to any employer life or long-term disability plan during the Transition Period, 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 Employees as plan (but subject to any overall limit on the maximum amount of coverage under such plans). (e) The provisions of this Section 5.11 are solely for the benefit of the Adjustment Point. Promptly following parties to this Agreement, and no employee or former employee or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Benefit Plan for any purpose. (f) The provisions of this Section 5.11 shall not obligate Parent of the Surviving Corporation to continue to employ any person or Affected Employee for any minimum period of time after the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithTime.

Employees. Hersha Owner shall (or shall cause Hersha Lessee toa) terminate Subject to Section 5.16, the Company will, during the period from the date of this Agreement through the Effective Time, use commercially reasonable efforts in consultation with NetRatings to retain existing employees of the Company through the Effective Time and following the Merger. During such period, the Company will reasonably cooperate with NetRatings in NetRatings' efforts to (i) cause each of the Management Agreement employees of the Company identified by NetRatings to execute an offer letter in the form provided by NetRatings covering such employee's employment with the Company, effective if and when the Closing occurs, and (ii) that certain staffing agreement cause each of the employees of the Company to execute and deliver to the Company an Assignment of Inventions and Non-Disclosure Agreement in the form provided by NetRatings. (b) On or as soon as practicable following the “Staffing Agreement”) for Closing Date, all employees of the provision of housekeeping servicesCompany, and, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), of their respective hire dates with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement Company or NetRatings or any of their respective subsidiaries, all employees of ACN and its affiliates who are Dedicated Employees (as defined hereinin the Services Agreement) and a New Staffing Agreement (as defined herein) on who following the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any Date become employees of the Hotel employed Company or NetRatings or any of their respective subsidiaries as contemplated by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company Services Agreement (collectively, the ‘"Company Employees”"), having accrued through shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by NetRatings for the Adjustment Point, including liability for payment benefit of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees similarly situated employees as of the Adjustment Point Closing Date or such hire date, as applicable (the "NetRatings Plans"). From and claims for benefits after the Closing Date, or, with respect to Dedicated Employees, their respective hire dates with the Company or NetRatings or any of Employees incurred their respective subsidiaries, NetRatings shall, to the extent permitted by the NetRatings Plans as of the Adjustment PointClosing Date, together cause the NetRatings Plans to (i) credit the Company Employees with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as all of the Adjustment Point. Promptly following years and months of service they had been credited with under any comparable plan in which such Company Employees participated prior to the Effective DateClosing Date or hire date (as applicable), Hersha Lessee (ii) waive any pre-existing condition of the Company Employees for purposes of any employee welfare plan (within the meaning of Section 3(1) of ERISA) maintained by NetRatings to the extent such condition was covered under the applicable plan maintained by the Company, and Lessee JV shall jointly contact each Staffing (iii) recognize expenses and claims that are incurred by a Company Employee in the year in which the Closing Date or hire date (as applicable) occurs and commence discussions for terminating the Staffing Agreement and entering into were recognized by a new staffing agreement similar Company Employee Plan for the Hotel (purpose of computing deductible amounts, co-payments or other limitations on coverage under the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithNetRatings Plans.

Employees. Hersha Owner (a) For a period of one (1) year following the Offer Closing, Parent shall (or shall cause Hersha Lessee to) terminate the Surviving Corporation to either (i) provide the Management Agreement employees of the Company and the Company Subsidiaries who are employed immediately prior to the Effective Time (the “Covered Employees”) who remain employed during such period by Parent, the Surviving Corporation or any of their respective Subsidiaries with compensation (excluding equity based compensation) that, taken as a whole, has a value not materially less, in the aggregate, than the compensation provided by the Company and the Company Subsidiaries to such employees as of the date hereof or (ii) that certain staffing agreement provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the “Staffing Agreement”Surviving Corporation or their respective Subsidiaries with compensation (excluding equity based compensation) for that, taken as a whole, has a value not materially less, in the provision aggregate, than the compensation provided to similarly situated employees of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (Parent and the service provider listed on Schedule 8.2(f) shall be referred its Subsidiaries from time to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Datetime. In that connectionaddition, Hersha Owner for a period of one (and Hersha Lessee1) do not anticipate year following the termination of any employees of the Hotel employed by Hotel Manager Offer Closing, Parent shall or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment Surviving Corporation provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective Subsidiaries with benefits that, taken as a whole, have a value not materially less, in the aggregate, than the benefits provided to similarly situated employees of Parent and its Subsidiaries from time to time. (b) For a period of one (1) year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to provide Covered Employees whose employment is terminated by Parent or the Surviving Corporation with severance benefits in accordance with such employee’s individual compensatory agreement, if any, or, in the absence of any and all liability to or respecting employees such agreement, in accordance with the Company’s severance policy in effect on the date hereof as set forth in Section 6.16 of the Hotel employed by Hotel Manager Company Disclosure Letter. Parent shall have no obligation and the Company shall take no action that would have the effect of requiring Parent or the Staffing Surviving Corporation to continue any specific plans (except with respect to existing individual compensatory agreements) or to continue the employment of any specific Person. (c) For purposes of determining eligibility to participate in, and non-forfeitable rights under any employee benefit plan or arrangement of Parent or the Surviving Corporation or any of their respective Subsidiaries (including for purposes of vacation eligibility), but not for purposes of benefit accrual under any defined benefit pension plan of Parent or any of its Subsidiaries, Covered Employees shall receive service credit for service with the Company (collectivelyand with any predecessor or acquired entities or any other entities for which the Company granted service credit) as if such service had been completed with Parent; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (d) To the extent applicable, Parent shall or shall cause the Surviving Corporation and any of their respective Subsidiaries to waive, or use reasonable best efforts to 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 any health or welfare plan of Parent or the Surviving Corporation or any of their respective Subsidiaries (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 Company 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. Parent shall or shall cause the Surviving Corporation or the relevant Subsidiary of either to provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time and during the calendar year in which the Effective Time occurs under any Company 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) Nothing in this Section 6.16 shall (i) confer any rights or remedies of any kind or description upon any Covered Employee or any other Person other than the Company and Parent and their respective successors and assigns, (ii) be construed as an amendment, waiver or creation of or limitation on the ability to terminate any Company Benefit Plan or Company Benefit Agreement or benefit plan or agreement of Parent or (iii) limit the ability of the Parent, the ‘Employees”)Company, having accrued through the Adjustment Point, including liability for payment Surviving Corporation or any of all Employees’ wages, bonuses, commissions, and other forms their respective Subsidiaries to terminate the employment of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithCovered Employee at any time.

Employees. Hersha Owner (a) For a period of one year following the Offer Closing, Parent shall (or shall cause Hersha Lessee to) terminate the Surviving Corporation to either (i) provide the Management Agreement employees of the Company who are employed immediately prior to the Effective Time (the “Covered Employees”) who remain employed during such period by Parent, the Surviving Corporation or any of their respective Subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as a whole, have a value substantially comparable, in the aggregate, to the compensation and benefits provided to the respective Covered Employee by the Company as of the date hereof or (ii) provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective Subsidiaries with compensation and benefits that, taken as a whole, have a value substantially comparable, in the aggregate, to the Covered Employees not less than those provided to similarly situated employees of Parent and its Subsidiaries from time to time. Parent shall have no obligation and the Company shall take no action that certain staffing agreement would have the effect of requiring Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific Person. (b) For purposes of determining eligibility to participate in, and non-forfeitable rights under, but not for purposes of benefit accrual under, any employee benefit plan or arrangement of Parent or the Surviving Corporation or any of their respective Subsidiaries, Covered Employees shall receive service credit for service with the Company (and with any predecessor or acquired entities or any other entities for which the Company granted service credit) as if such service had been completed with Parent; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (c) To the extent applicable, Parent shall or shall cause the Surviving Corporation and any of their respective Subsidiaries to waive, or use reasonable best efforts to 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 any health or welfare plan of Parent or the Surviving Corporation or any of their respective Subsidiaries (a “Staffing AgreementNew Plan”) for in which such Covered Employee or covered dependent shall become eligible to participate after the provision of housekeeping services, as Effective Time to the extent such agreement is listed on Schedule 8.2(f) attached hereto (and Covered Employee or covered dependent was no longer subject to such pre-existing condition limitation under the service provider listed on Schedule 8.2(f) shall be referred corresponding Company Benefit Plan in which such Covered Employee or such covered dependent was participating immediately before he or she became eligible to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into participate in the New Management Agreement Plan. Parent shall or shall cause the Surviving Corporation or a Subsidiary of either to provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time and during the calendar year in which the Effective Time occurs under any Company 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. (d) Nothing in this Section 6.9 shall confer any rights or remedies of any kind or description upon any Covered Employee or any other Person other than the Company and Parent and their respective successors and assigns or be construed as defined hereinan amendment, waiver or creation of any Company Benefit Plan or Company Benefit Agreement. (e) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of The Company shall refrain from causing any employees of the Hotel employed by Hotel Manager Company to suffer an “employment loss” as defined in the Worker Adjustment and Retraining Notification Act of 1988 or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to similar state or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company local law (collectively, the ‘Employees“WARN Act”), having accrued through in the Adjustment Pointninety-one (91) days prior to the Offer Closing, without the prior consent of Parent. (f) At the request of Parent made not more than five (5) days before the Offer Closing, the Company shall adopt a resolution terminating any Company Benefit Plan that is intended to satisfy the requirements of Section 401(k) of the Code, effective not later than immediately before the Offer Closing. Parent agrees to take all necessary actions, upon the request of a Covered Employee, to facilitate a direct transfer of an eligible rollover distribution (as defined in section 401(a)(31) of the Code), including liability for payment any portion of all Employees’ wagessuch distribution attributable to outstanding promissory notes, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of Company Benefit Plan to the 401(k) plan sponsored by Parent or the Surviving Corporation; provided, that such Employees as of the Adjustment Point. Promptly request is made not more than sixty (60) days following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithOffer Closing.

Employees. Hersha Owner (a) The Buyer shall (ensure that all persons who were employed by the Acquired Companies immediately preceding the Closing Date, including those on vacation, leave of absence or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement disability (the “Staffing Agreement”"Acquired Companies Employees"), will remain employed in a comparable position on and immediately after the Closing Date for such period of time as determined by the Buyer, at not less than the same base rate of pay, except as otherwise provided in this Section 5.1. Notwithstanding the foregoing, the Buyer shall not, at any time prior to 60 days after the Closing Date, effectuate a "plant closing" or "mass layoff" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of any of the Acquired Companies without complying fully with the requirements of WARN. (b) To the extent permissible under applicable law and to the extent that service is relevant for purposes of eligibility and vesting under any employee benefit plan, program or arrangement established or maintained by the Buyer (other than any defined benefit pension plan) following the Closing Date for the provision benefit of housekeeping servicesAcquired Companies Employees at such time as any employee benefit plan, program or arrangement is made available to Acquired Companies Employees, such plan, program or arrangement shall credit such employees for service on or prior to the Closing Date that was recognized by the Sellers or the Acquired Companies, as such agreement is listed on Schedule 8.2(fthe case may be, for purposes of employee benefit plans, programs or arrangements (including vacation policies) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”)maintained by any of them. In addition, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement respect to any welfare benefit plan (as defined hereinin Section 3(1) of ERISA) established or maintained by the Buyer following the Closing Date for the benefit of Acquired Companies Employees, to the extent permissible under applicable law, such plan shall waive any pre-existing condition exclusions and provide that any covered expenses incurred during the 1999 plan year on or before the Closing Date by an Acquired Company Employee or by a New Staffing Agreement (as defined herein) on covered dependent shall be taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the Closing Date. In . (c) Buyer agrees that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager either Buyer or the Staffing Company in connection with Acquired Companies will make COBRA continuation coverage available to individuals who are COBRA qualified beneficiaries under the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause Benefit Plans immediately prior to the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Closing Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) No later than four (4) Business Days following the date hereof (the “Notice Date”), in such form as approved by Seller and Purchaser, which approval shall (not be unreasonably withheld, conditioned or delayed, Seller shall cause Hersha Lessee to) terminate the Brand Companies, as applicable, to deliver to (i) those Brand Employees who work in or are based out of the Management Agreement Brand Companies’ facility in Colorado (the “Colorado Facility”) and who are either Designated Employees or Transferred Employees, a joint WARN Notice (as defined below) from Seller and Purchaser notifying such Brand Employees of the Contemplated Transactions and that, as a result of the consummation of the Contemplated Transactions, the employment of such Designated Employees and Transferred Employees will be terminated by the applicable Brand Company effective on the Closing Date (which notice for the Transferred Employees shall reflect that it is anticipated that they shall receive offers of employment from Licensees, with such employment to commence immediately following the Closing Date such that there will be no gap in employment); provided, however, that if the Closing Date occurs before the 60th day following the date such notice was sent, the Brand Companies shall terminate the employment of all such employees on the Closing Date and pay, at Purchaser’s sole cost and expense, such employees in lieu for the balance of the applicable WARN notice period, if any, and (ii) those Brand Employees who are either Designated Employees or Transferred Employees that certain staffing agreement do not work in and are not based out of the Colorado Facility, notice of the Contemplated Transactions and that, as a result of the consummation of the Contemplated Transactions, the employment of such Designated Employees and Transferred Employees will be terminated by the applicable Brand Company effective on the Closing Date (which notice for the Transferred Employees shall reflect that it is anticipated that they shall receive offers of employment from the Licensees, with such employment to commence immediately following the Closing Date such that there will be no gap in employment). (b) At least three (3) Business Days prior to the Notice Date, Purchaser shall provide Seller with a list of (i) all Brand Employees designated by the Purchaser (the “Staffing AgreementDesignated Employees”) for the provision of housekeeping servicesthat, as a result of the consummation of the Contemplated Transactions, are being terminated pursuant to Section 7.08(a) no later than the Closing Date (but not including any Transferred Employees, even if such agreement is listed on Schedule 8.2(fTransferred Employees do not accept employment with a Licensee); and (ii) attached hereto all Brand Employees that, as a result of the consummation of the Contemplated Transactions, will receive offers of employment from Licensees (the “Transferred Employees”) with such employment commencing immediately following the Closing Date. (c) Seller shall provide Purchaser with reasonable assistance and cooperation in communicating any further information to the Brand Employees regarding the Contemplated Transactions and the service provider listed effects thereof upon the Brand Employees, at such time and in such form mutually agreed upon by Seller and Purchaser following the date of this Agreement. Seller shall give Purchaser at least thirty-six (36) hours to review and provide input on Schedule 8.2(f) shall be referred any material written communications Seller intends on delivering to as Brand Employees regarding the “Staffing Company”)impact of the transactions contemplated by this Agreement, with including regarding the understanding that Lessee JV shall simultaneously enter into treatment of the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on Company Benefit Plans following the Closing Date. In that connectionregard, Hersha Owner Seller shall ensure that copies of all written communications and/or slides for presentations are provided to Purchaser as soon as practicable in advance of the date of intended communication. (d) Seller shall be responsible for maintenance and distribution of benefits accrued under any Company Benefit Plan pursuant to and if required by the provisions of such Company Benefit Plans to Brand Employees for the time period ending on or before the Closing Date. (e) The Parties shall cooperate in preparing and distributing any notices (such notices, “WARN Notices”) to the Brand Employees, and to any required state and local authorities, pursuant to the federal Worker Adjustment and Retraining Notification Act (and Hersha Lesseeany similar state or local law) do (collectively, “WARN Act”), which WARN Notices shall be delivered by the applicable Brand Company. (f) Purchaser shall be responsible for any Liabilities relating to the WARN Act and the WARN Notices, and any requirement to provide notice pursuant to the WARN Act, which arises out of or results from any termination of employment or other “employment loss” of any Brand Employee at the direction of Purchaser; provided that Seller has complied with its obligations under Sections 7.08(a) and 7.08(d). Purchaser agrees to promptly reimburse Seller or its Affiliates for all reasonable, documented out-of-pocket costs incurred in preparing, reviewing or distributing any such WARN Notices. (g) Purchaser and its Affiliates shall be solely liable for all benefits (including, but not anticipate limited to, severance in accordance with the severance practice maintained by the Brand Companies as of the date hereof), and other liabilities and obligations arising from or relating to the termination of a Designated Employee and a Transferred Employee on the Closing Date, and Seller shall bear no liability or obligation relating to such terminations. Purchaser shall use commercially reasonable efforts to cause its Licensees, pursuant to the terms of their agreements with Purchaser and/or its Affiliates, to provide any employees Transferred Employee who is terminated by any such Licensee during the twelve (12) months following the Closing Date, severance in accordance with the severance practice maintained by the Brand Companies as of the Hotel employed date hereof. Seller has previously made available to Purchaser a written description of the severance practice maintained by Hotel Manager the Brand Companies as of the date hereof, which at Purchaser’s request, requires in order for severance to payable (i) the execution of a valid release and waiver of claims by employees in favor or the Staffing Company their employer and (ii) that an employee has not been offered substantially similar employment (same salary and location) in connection with the transactions contemplated sale of the business in which they work (regardless of whether the applicable employee actually accepts such employment). For the avoidance of doubt, neither Purchaser nor the Brand Companies shall have any Liability with respect to severance, benefits, or any other amounts payable by a Licensee to any Transferred Employee following the Closing. (h) Seller will provide continued health and medical coverage as may be required under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA or any other Applicable Law or ordinance to all eligible current and former Brand Employees and independent contractors (and the spouses, dependents and beneficiaries of any such current or former Brand Employees and independent contractors) with respect to whom a “qualifying event” (as such term is defined under Sections 4980B(f)(3) of the Code or 603 of ERISA) or other triggering event described under the Applicable Laws or ordinances occurred on or before the Closing Date. (i) Purchaser shall use its commercially reasonable efforts to cause its Licensees to provide, to each Transferred Employee for a period of 12 months immediately following the Closing Date (i) no less than the same wage rate or cash salary level in effect for such Transferred Employee immediately prior to the Closing and (ii) employee benefit plans, cash incentive compensation opportunities and fringe benefits that, when taken as a whole, are substantially the same or similar in value, as those in effect immediately prior to the Closing (other than with respect to the value of any matching contribution under Seller’s 401(k) Plan or the value of any additional vacation, sick time or personal time off entitlement such employees may have had prior to the Closing Date). (j) Purchaser shall use its commercially reasonable efforts to cause its Licensees to, under any plan providing health benefits in which Transferred Employees, as applicable, will participate after the Closing Date, (i) waive any preexisting condition limitations otherwise applicable to such Transferred Employees and their eligible dependents, as applicable, and (ii) subject to Seller providing Purchaser with the applicable information with respect to each Transferred Employee in a form that Purchaser determines is administratively necessary to take into account under its plans or the plans of its Affiliates or Licensees, provide credit to each Transferred Employee, as applicable, for any co-payments, deductibles and out-of-pocket expenses paid by the Transferred Employee during the portion of the relevant plan year including the Closing Date. For eligibility and vesting purposes under any tax-qualified retirement plan sponsored or maintained by the Licensees, Purchaser shall use its commercially reasonable efforts to cause the Licensee to, provide Transferred Employees with past service credit for such Transferred Employees’ service to Seller, the Company or any of their respective Affiliates, as applicable. The foregoing provisions of this Agreement. Hersha Owner (and/or Hersha LesseeSection 7.08(j) shall be responsible effective only to the extent: (A) such service would have been credited under a comparable Company Benefit Plan, (B) such service would not result in a duplication of benefits, and (C) such service credit would not violate the qualified status of any tax-qualified retirement plan or violate any provision of any Applicable Law. Furthermore, the provisions of this Section 7.08(j) shall not apply as follows: (1) such service credit shall not be given with respect to benefit accruals under any defined benefit plan or retiree medical savings account plan, and (2) such service credit shall not be given with respect to any newly established plan for which prior service is not taken into account for employees of Seller. (k) Purchaser agrees that it shall use commercially reasonable efforts to cause its Licensees to agree that each Transferred Employee who receives an “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Seller 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 applicable Licensee 401(k) Plan, in accordance with reasonable policies and procedures adopted by the plan administrators of such plans. Notwithstanding anything to the contrary herein, the Licensees shall not assume any liabilities arising under or relating to the Seller 401(k) Plan. Purchaser agrees that it shall use commercially reasonable efforts to cause the timely payment Licensees to (i) to the extent permitted by Applicable Law, provide Transferred Employees with a 90-day grace period with regard to participant loan repayments with the goal of avoiding any deemed distributions in respect of participant loans, and (ii) cause the trustee and plan administrator of the applicable Licensee 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. Seller agrees to cause the unvested components of any and all liability accounts of Transferred Employees under the Seller 401(k) Plan to automatically vest on the Closing Date. (l) On or respecting employees of prior to the Hotel employed by Hotel Manager Closing Date (as set forth in Section 8.03(d)), Purchaser shall deliver, or cause to be delivered, to the Staffing Company (collectivelyPayroll Provider the Designated Employee Accrued PTO Amount, the ‘Employees”Severance Amount and the WARN Amount, in each case in accordance with Section 8.03(d) hereof. (m) On or prior to the Closing Date (as set forth in Section 8.02(e)), having accrued through Seller shall deliver, or cause to be delivered, to the Adjustment Point, including liability for payment Payroll Provider (i) the Transferred Employee Accrued PTO Amount in accordance with Section 8.02(e) and (ii) $500,000 in respect of all Employees’ wages, bonuses, commissions, certain severance obligations of Seller and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithBrand Companies.

Employees. Hersha Owner (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 PIIA (if applicable) with such employee prior to the Closing Date. Notwithstanding anything to the contrary in the foregoing, with the exception of the Named 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 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 (or at such other time designated by Acquirer), the Company shall cause Hersha Lessee to) terminate the employment of each of those Company employees who (i) have not received an offer of continued employment with Acquirer or the Management Surviving Corporation prior to the Closing Date or (ii) have declined an offer of continued employment with Acquirer or the Surviving Corporation prior to the Closing Date (collectively, the “Designated Employees”), and the Company shall require such Designated Employees to execute a Separation Agreement as a condition to the receipt of any severance paid by the Company, and shall cause all unvested Company Options held by such Designated Employees to be terminated in accordance with their terms at the time of such termination. (b) The Company shall ensure that, except for Company Options to be assumed by Acquirer at the Effective Time pursuant to Sections 1.3(a)(iii)(B), there shall be no outstanding securities, commitments or agreements of the Company immediately prior to the Effective Time that purport to obligate the Company to issue any shares of Company Capital Stock or Company Options or other securities under any circumstances other than as required to allow the conversion of the Company Preferred Stock into Company Common Stock. (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, in each case together with evidence of timely filing of such election statement with the appropriate IRS Center. (d) The Company shall obtain and deliver to Acquirer, at or prior to the Closing, a Benefits Waiver, executed by the Company and each Person listed on Schedule II and who might otherwise have, receive or have the right or entitlement to receive (i) any accelerated vesting of any Company Options or any Unvested Company Shares in connection with the Merger and/or the termination of employment or service with the Company, the Surviving Corporation or Acquirer following the Effective Time as a result of a resignation for “good reason” (or any comparable term) and/or (ii) any severance payments or other benefits or payments in connection with the Merger and/or the termination of employment or service with the Company, the Surviving Corporation or Acquirer following the Effective Time, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments and benefits referred to in clauses (i) and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated Merger and any change in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to employment or respecting employees of the Hotel employed by Hotel Manager service position with Acquirer or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly Surviving Corporation following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithTime.

Employees. Hersha Owner (a) From and after the Effective Time, Parent and the Merger Sub shall have the rights and obligations described in this Section 6.10 regarding the individuals who were employees of the Company immediately prior to the Effective Time and who continue employment with the Company, a Parent Subsidiary or Parent following the Effective Time (or shall cause Hersha Lessee to) terminate "Continuing Employees"). With respect to any potential Continuing Employee (i) Parent and the Management Agreement Company shall confer and work together in good faith to determine appropriate employment terms, and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping servicesCompany shall, as such agreement is listed on Schedule 8.2(f) attached hereto (in good faith, cooperate with Parent and the service provider listed on Schedule 8.2(f) shall be referred assist Parent with its efforts to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into offer letters, assignment of invention agreements and related documents after the New Management date of this Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on in any event prior to the Closing Date. In . (b) Within a reasonable period of time after the last Business Day of each calendar month after the date of this Agreement and on or about the date that connectionis five Business Days prior to the expected Closing Date, Hersha Owner (and Hersha Lesseeif there shall have been any change in the information required to be set forth in Section 4.10(f) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or Company Disclosure Schedules, the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lesseeshall, deliver to Parent a revised Section 4.10(f) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager Company Disclosure Schedules, which sets forth each person who the Company reasonably believes is, with respect to the Company or any of its ERISA Affiliates, a "disqualified individual" (within the Staffing Company (collectively, meaning of Section 280G of the ‘Employees”Code and the regulations promulgated thereunder), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point date such revised Section 4.10(f) is delivered to Parent. (c) Parent, in the event it does not continue the employee welfare benefit plans sponsored and claims maintained by the Company, will take commercially reasonable efforts after the Effective Time to cause Continuing Employees to be eligible for employee welfare benefits that are substantially similar in the aggregate to the benefits provided to similarly situated employees of Employees incurred as of Parent or its Subsidiaries. To the Adjustment Pointextent Parent elects to have Continuing Employees, together with F.I.C.A.and their eligible dependents where applicable, unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly participate in Parent's employee benefit plans, programs or policies following the Effective DateTime, Hersha Lessee and Lessee JV (i) Parent shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”)allow such Continuing Employees, and Hersha Lessee their eligible dependents where applicable, to participate in such plans, programs and Lessee JV agree policies on terms substantially similar to those provided to similarly situated employees of Parent or its Subsidiaries, (ii) each Continuing Employee will, to the extent reasonably cooperate practicable, receive credit for purposes of eligibility to participate and vesting under such plans, programs and policies for years of service with each other the Company or any Company Subsidiary prior to the Effective Time, provided such credit does not result in connection therewithduplication of benefits, and (iii) Parent, to the extent required by applicable Law and as permitted by the terms of the applicable group health plans, shall give credit for any co-payments or deductibles paid during the year in which the Closing Date occurs and shall use is commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which Continuing Employees and their eligible dependents will participate to be waived.

Employees. Hersha Owner (a) Prior to the Effective Time, the Company shall pay all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries, as well as all compensation and benefits earned and required to be paid prior to the Effective Time pursuant to the terms of an individual agreement with any employee, former employee, director or former director in effect as of the date hereof, it being understood that the amounts payable in the three sale incentive bonus pools shall not exceed the amounts set forth in Schedule 5 of the Disclosure Schedule. (b) During the period from the Effective Time until the first anniversary thereof (the "Employment Continuation Period"), Parent shall provide for each employee of the Surviving Corporation or its subsidiaries (each, an "Employee"), so long as he or she is actively employed by the Surviving Corporation (or as required by law), and for each former employee of the Company or one of its subsidiaries, to the extent such person has rights thereto immediately prior to the Effective Time (collectively, "Company Employees") (i)(A) to continue to participate in the Company's welfare benefit plans and the Company's compensation plans, employee incentive programs and bonus plans (including, without limitation, hospitalization, medical, prescription, dental, disability, salary continuation, vacation, accidental death, travel accident, and individual or group life or other insurance) (each, a "Company Plan"), as each such Company Plan is in effect on the date of this Agreement (without modification or amendment) during the period commencing at the Effective Time through December 31, 1998, and (B) during the period commencing January 1, 1999 through the first anniversary of the Effective Time, the Surviving Corporation shall provide the Company Employees with benefits that are at least as valuable in the aggregate to such Company Employee as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, to waive any pre-existing condition clause or waiting period requirement in such welfare benefit plans or programs and to give credit for deductible amounts and co-payments paid by a Company Employee during the current deductible year prior to the Effective Time; (ii) participation in such tax-qualified retirement plans of Parent (or an Affiliate of Parent), which shall provide in the aggregate benefits that are at least as valuable as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, and to grant each Company Employee credit under such plans, for eligibility and vesting purposes, for such Company Employee's service with the Company and its Affiliates prior to the Effective Time, except to the extent it would result in a duplication of benefits with respect to the same period of service; and (iii) participation in such other benefit plans and programs of Parent and its Affiliates (including without limitation, bonus, deferred compensation, incentive compensation, stock purchase, stock option, excess and supplemental retirement, severance or termination pay, and fringe benefits) which, in the aggregate will provide benefits to 19 23 Company Employees which are no less favorable in the aggregate under those provided to employees of Parent and its Affiliates in comparable positions of employment; provided, however, that except as set forth in clause (i)(A) above nothing herein shall prevent the amendment or termination of any specific plan, program or amendment or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Notwithstanding anything in this Agreement to the contrary, Parent shall cause Hersha Lessee tothe Surviving Corporation to honor (without modification) terminate and assume (i) the Management Agreement written employment agreements, severance agreements, indemnification agreements with existing directors and officers of the Company and (ii) incentive arrangements and other agreements listed in Schedule 5 of the Disclosure Schedule, all as in effect on the date of this Agreement. Nothing in this Section 6.7 shall require the continued employment of any person, or, except as set forth in this Section 6.7, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time could have taken or refrained from taking. The parties agree that certain staffing agreement Company severance plans and policies in effect as of the date hereof shall remain in effect for at least the one-year period commencing at the Effective Time. During such one-year period, any Company Employee whose employment is terminated by the Surviving Corporation or any of its subsidiaries (other than a Company Employee terminated for cause or a Company Employee who is a "site" Employee terminated upon the “Staffing Agreement”cancellation of an outsourcing agreement, which employees shall only be entitled to severance benefits, if any, provided to employees of Parent (or an Affiliate of Parent ) for the provision in comparable positions of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(femployment under similar circumstances) shall be referred deemed to have been terminated as a result of a change of control of the “Staffing Company”), with the understanding that Lessee JV . For purposes of this Section 6.7 a termination for "cause" shall simultaneously enter into the New Management Agreement (as defined herein) and include a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination for deficient performance or for material violations of any employees Company policy. The provisions of this Section 6.7 are intended for the benefit of, and shall be enforceable by, current and former employees, officers and directors of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) and their respective heirs and legal representatives and shall be responsible for binding on all successors and shall cause the timely payment assigns of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithParent.

Employees. Hersha Owner (a) Between the date hereof and the Closing Date, Intcomex shall (or shall will cause Hersha Lessee the applicable Intcomex Parties to) terminate make an offer of employment to each of those BPLA Employees set forth on Schedule 8.1(a) hereto and the BP Parties shall cooperate with the Intcomex Parties in good faith and shall do such acts and things as Intcomex may reasonably request in an effort to cause the BPLA Employees to accept the offers of employment in the Business post-Closing made to the BPLA Employees by the applicable Intcomex Party. Notwithstanding anything to the contrary contained herein, no BP Party or any Affiliates thereof shall have any liability to any Intcomex Party or any Affiliate thereof in the event that a BPLA Employee does not accept an offer of employment from such Intcomex Party or any Affiliate thereof. BPLA Employees who accept such offers of employment and employees of each of the Purchased Subsidiaries shall collectively be referred to herein as the “Business Employees.” Those employees of BPLA who do not accept such offer of employment and those employees of BPLA to whom offers of employment are not made by an Intcomex Party shall collectively be referred to herein as the “Non-Business Employees.” (ib) Intcomex shall be responsible for, and shall indemnify the Management Agreement BP Indemnified Parties from and against, any Losses arising after the Closing out of, based upon or resulting from Intcomex’s or its designated Affiliates’ employment (iior termination of employment) of any of the Business Employees, including any employment related liabilities that certain staffing agreement arose from actions which occurred while the Business Employees were employed by the Business (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing CompanyBusiness Employee Liabilities”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) BPI shall be responsible for for, and shall cause indemnify the timely payment Intcomex Indemnified Parties from and against, any Losses arising out of, based upon or resulting from BPI’s or its Affiliates’ employment (or termination of employment) of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Non-Business Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing AgreementBPLA Employee Liabilities”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner 5.1 Upon effectiveness of the Scheme, all Transferring Employees shall (or shall cause Hersha Lessee to) terminate (i) become the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed Resulting Company on terms and conditions no less favourable than those on which they are engaged by Hotel Manager or the Staffing Demerged Company and without any interruption in connection with service. 5.2 The past services of all the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) Transferring Employees prior to the Effective Date shall be responsible taken into account for and shall cause the timely purposes of all benefits to which such employees may be eligible, including for the purpose of payment of any retrenchment or redundancy compensation, leave encashment, gratuity and other terminal benefits. The accumulated balances, if any, standing to the credit in favour of the aforesaid Transferring Employees in the existing provident fund, gratuity fund, superannuation fund and any other fund of which they are members, as the case may be, will be transferred to the respective funds of the Resulting Company set-up in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities or to the funds nominated by the Resulting Company. Pending the transfer as aforesaid, the dues of the said Transferring Employees would continue to be deposited in the existing provident fund, gratuity fund, superannuation fund and other fund, respectively, of Demerged Company. 5.3 Further to the transfer of the accumulated balances or contributions from the funds as set out in Clause 5.2 above, for all liability purposes whatsoever in relation to the administration or respecting operation of such funds or in relation to the obligation to make contributions to the said funds in accordance with the provisions thereof as per the terms provided in the respective trust deeds, if any, all rights, duties, powers and obligations of the Demerged Company in relation to the Demerged Undertaking as on the Effective Date in relation to such funds shall become those of the Resulting Company. It is clarified that the services of the Transferring Employees will be treated as having been continuous for the purposes of the said funds. 5.4 In so far as the existing benefits or funds created by the Demerged Company for the employees of the Hotel employed by Hotel Manager or Remaining Business of the Staffing Demerged Company (collectivelyare concerned, the ‘Employees”), having accrued through same shall continue and the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissionsDemerged Company shall continue to contribute to such benefits or funds in accordance with the provisions thereof, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV Resulting Company shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other have no liability in connection therewithrespect thereof.

Employees. Hersha Owner shall (a) For the one-year period commencing on the Closing Date (or shall cause Hersha Lessee tosuch longer period as may be required by applicable Law) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing AgreementContinuation Period”), the Purchaser will provide, or cause the Acquired Companies to provide, those employees employed by any Acquired Company at Closing, including those employees on vacation, leave of absence, disability (including long-term disability), military, parental or sick leave or layoff (whether or not such employees return to active employment with the Acquired Company) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing CompanyTransferred Employees”), with employee benefits that in the understanding that Lessee JV shall simultaneously enter into aggregate are substantially equivalent to, and no less favorable than, those provided to such Transferred Employees immediately prior to the New Management Agreement Closing, subject to any variations agreed with such Transferred Employees. During the Continuation Period or such longer period as may be required under the terms of any applicable employee benefit plan or arrangement, the Purchaser will continue to provide, or cause the Acquired Companies to provide, those former employees of any Acquired Company who left employment prior to the Closing and who retain a benefit in any applicable Company Plan (as defined hereinthe “Transferred Former Employees”) and a New Staffing Agreement their dependents, beneficiaries and join annuitants, with employee/retiree benefits that in the aggregate are substantially equivalent to, and no less favorable than, the benefits to which such Transferred Former Employees were entitled under the Company Plans in effect immediately prior to the Closing, subject to any variations agreed with such Employees. These obligations are not intended to limit any provisions of applicable Law or Contracts which are more favorable to Transferred Employees or Transferred Former Employees. (as defined hereinb) To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Purchaser for the benefit of Transferred Employees or Transferred Former Employees, such plan, program or arrangement will credit such employees or former employees for service on or prior to the Closing with the Acquired Companies and their Affiliates. (c) Upon the Closing Date. In that connection, Hersha Owner the Purchaser will honor or cause the Acquired Companies to honor in accordance with their terms all individual employment, severance, retention and other compensation agreements then existing between the Acquired Companies and any employee, director or officer thereof, except as otherwise agreed in writing by the Purchaser and such Person. (d) Promptly after the execution and Hersha Lessee) do not anticipate the termination delivery of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner , the Purchaser and the Seller will cooperate in good faith to prepare a written communication to the Transferred Employees and written guidance for any verbal communications by or on behalf of either party to the Transferred Employees regarding the employee benefits (and/or Hersha Lesseeincluding equity compensation arrangements) shall to be responsible for and provided to the Transferred Employees by the Acquired Companies following the Closing. (e) The Purchaser shall cause the timely payment of any and all liability applicable Retention Payment to or respecting employees of paid to each individual identified on Schedule 1.1(c) to the Hotel employed by Hotel Manager or Seller Disclosure Schedules on the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability first regularly scheduled payroll date for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly individual following the Effective Closing Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) For the period commencing on the Closing Date and ending on December 31, 2004 (the “Continuation Period”), Buyers shall provide those persons employed by a Company Entity as of immediately prior to the Closing, including those employees on vacation, leave of absence, disability or sick leave, and, where applicable, their eligible dependents (whether or not such employees return to active employment) (the “Transferred Employees”), with employee benefits that are in the aggregate substantially comparable to the benefits that such Transferred Employees received or were entitled to receive under the Employee Benefit Plans as of the date hereof (excluding any defined benefit plans). (b) Buyers shall use commercially reasonable efforts to cause Hersha Lessee to) terminate its medical, dental and other health and welfare plans to (i) waive any preexisting condition limitations for conditions covered under the Management Agreement applicable medical, dental or other health or welfare plans of the Company Entities (the “Welfare Plans”) and any waiting periods for such plans, and (ii) that certain staffing agreement credit Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the Welfare Plans during the portion of 2004 preceding the Closing Date, or BRT Date, as the case may be, for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar welfare benefit plan in which such employees may be eligible to participate after the Closing Date, or the BRT Date, as the case may be. (c) Upon the Closing Date, or the BRT Date, as the case may be, Buyers shall honor or cause the Company Entities to honor in accordance with their terms all individual employment, severance and other compensation agreements listed on Section 5.8(c) of the Company Disclosure Schedule, except as otherwise agreed in writing by Buyers and such person. The applicable Buyer shall assume and be responsible for Liabilities with respect to each Transferred Employee’s accrued vacation and for any Company Plan. All Liabilities related to workers’ compensation, health and welfare, harassment and wrongful termination claims incurred by Transferred Employees prior to Closing will be retained by Parent. (d) Effective no later than the beginning of the first regular payroll period following the Closing Date, each Transferred Employee located in the United States shall be eligible to participate in a defined contribution plan which is maintained by USCo Buyers, is qualified under Section 401(a) of the Code and includes a qualified cash or deferred arrangement, within the meaning of Section 401(k) of the Code (the “Staffing AgreementBuyers 401(k) Plan”). USCo Buyer and the Company Entities shall effectuate the plan-to-plan transfer of accounts maintained on behalf of Transferred Employees from each defined contribution plan which is maintained by the Company Entities or one of its ERISA Affiliates, is qualified under Section 401(a) for of the provision Code and includes a qualified cash or deferred arrangement, within the meaning of housekeeping servicesSection 401(k) of the Code to Buyers 401(k) Plan, as such agreement is listed on Schedule 8.2(f) attached hereto soon as administratively practicable after the Closing Date and in accordance with applicable laws (including the Code, ERISA and any laws and regulations with respect to applicable black-out periods). Effective no later than the service provider listed on Schedule 8.2(f) shall be referred to as beginning of the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on first regular payroll period following the Closing Date, each Transferred Employee located in Puerto Rico shall be eligible to participate in a defined contribution plan which is maintained by Buyers and is intended to be qualified under Section 1165(e) of the Puerto Rico Internal Revenue Code of 1994, as amended (the “Buyers 1165(e) Plan”). In Buyers and the Company Entities shall effectuate a plan-to-plan transfer of accounts maintained on behalf of Transferred Employees from each defined contribution plan which is maintained by the Company Entities or one of its ERISA Affiliates and is intended to be qualified under Section 1165(e) of the Puerto Rico Internal Revenue Code of 1994, as amended to Buyers 1165(e) Plan, as soon as administratively practicable after the Closing Date and in accordance with applicable laws. (e) To the extent that connectionservice is relevant for purposes of eligibility, Hersha Owner vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by any Buyer for the benefit of Transferred Employees such plan, program or arrangement shall credit such employees or former employees for service on or prior to the Closing, or the BRT Date, as the case may be, with a Company Entity (and Hersha Lesseeor, with respect to employees employed in the Brazilian Operations, with Parent or one or more of its Affiliates) do (to the extent such credit was given by Parent with Parent, or one or more of its Affiliates, or such Company Entity, as the case may be), except that such service shall not anticipate the termination be credited for purposes of benefit accruals under a defined benefit plan of any employees Buyer or any of its Affiliates. (f) In the event that a Transferred Employee is involuntarily terminated without cause during the Continuation Period, the applicable Buyer shall provide severance benefits to such Transferred Employee in an aggregate amount that is equal to or greater than the severance benefits described on Section 5.8(f) of the Hotel employed by Hotel Manager or Company Disclosure Schedules. For purposes of calculating such severance benefit, the Staffing Company in connection with amount of the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) benefit shall be responsible calculated by taking into account service for both the respective Company Entity, Parent (or one or more of its Affiliates), and the applicable Buyer (or any of its Affiliates). (g) If requested by any Buyer prior to the Closing Date, Parent shall make the payroll payment representing a payroll period in which the Closing Date occurs, which payment shall reflect the Transferred Employees’ full pay, less applicable withholding, for such payroll period (including the portion of the payroll period occurring after the Closing); provided that such Buyer shall cause the timely payment Company to reimburse Parent for the portion of such Transferred Employees’ pay and any and applicable employment taxes paid by Parent representing the period after the Closing. If requested by Parent, Buyers will, as paying agent for Parent, make the bonus payments under Parent’s TSBU bonus program referred to in Schedule 7.3(a), to some or all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Transferred Employees as Parent may direct, directly through Buyers’ payroll system in the amounts and to the persons indicated by Parent, subject to deduction from such gross amount of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment such withholding and other taxes and benefits due from any employer as may be applicable; provided, that Buyers shall have no obligations to make such payments unless Parent has delivered to Buyer in cash, the aggregate amount of such Employees as of the Adjustment Pointbonus payments. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV The Parties agree to reasonably cooperate with each other in connection therewithto ensure that any such actions comply with all applicable laws. (h) For purposes of this Section 5.8, references to “Buyers” shall mean any Buyer, together with its subsidiaries (including without limitation the Company Entities).

Employees. Hersha Owner (a) After the Closing, MedMen shall maintain each of the Companies’ Employee Benefit Plans through their expiry at year-end 2019. (b) MedMen agrees that each employee of the Companies who remains employed by any of the Companies, MedMen or ParentCo after Closing (a “Continuing Employee”) shall, as of the Closing Date (or the applicable termination of such employee’s Company Employee Benefit Plan), receive full credit for service with the Company prior to the Closing Date for purposes of determining eligibility to participate, vesting and benefit accrual under the employee benefit plans, programs and policies (including paid-time off) of MedMen or ParentCo in which such Continuing Employee becomes a participant (excluding any service for accrual of benefits under any defined benefit pension plan); provided, however, that nothing herein shall result in the duplication of any benefits for the same period of service. With respect to each health or welfare benefit plan maintained by MedMen or ParentCo for the benefit of the Continuing Employees (including medical, dental, pharmaceutical or vision benefit plans), MedMen shall (x) cause to be waived any eligibility waiting periods, any evidence of insurability requirements or shall cause Hersha Lessee to) terminate (i) required physical examinations, actively-at-work requirements and the Management Agreement application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable health or welfare benefit plan of the Company immediately prior to the Closing Date; and (iiy) cause each Continuing Employee to be given credit under such plan for all amounts paid (or otherwise deemed paid) by such Continuing Employee under any similar employee benefit plan for the plan year that certain staffing agreement includes the Closing Date 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 plans maintained by the Company, as applicable, for the plan year in which the Closing Date occurs; provided, however, that MedMen and ParentCo’s obligations under this clause (y) shall be subject to its receipt of all necessary information, from either the Company or such Continuing Employee, related to such amounts paid by such Continuing Employee. The requirements set forth in this subsection shall apply regardless of when a Continuing Employee becomes a participant in a MedMen employee benefit plan or program. (c) ParentCo shall establish a compensation pool in the total amount of up to Four Million Dollars ($4,000,000.00) (the “Staffing AgreementEmployee Pool”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any certain employees of the Hotel employed by Hotel Manager or Companies in order to ensure a post-Closing transition period in furtherance of maximizing transaction value for the Staffing Company in connection with the transactions contemplated in this Agreementparties. Hersha Owner (and/or Hersha Lessee) Such Employee Pool shall not be responsible for paid out immediately and shall cause only be paid in the timely payment course of any and all liability to or respecting compensating certain key employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly Companies over a 18 month period following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel Closing Date (the “New Staffing AgreementRetention Period”). During the ninety (90) day period following execution of this Agreement, MedMen and Company shall mutually determine such key employees and offer compensation packages to such employees, and Hersha Lessee such allocations shall be in addition to such employees’ salaries and Lessee JV agree other compensation, to reasonably cooperate with each other entice such employees to remain through the Retention Period. Each employee who remains employed during the Retention Period will be entitled to all compensation provided for in connection therewiththe respective offer made to such employee. For avoidance of doubt, any severance payments listed on Section 4.08(q) of the Company Disclosure Schedules shall be paid from the Employee Pool.

Employees. Hersha Owner (a) All individuals employed by Company or any of its Subsidiaries immediately prior to the Effective Time shall (or shall cause Hersha Lessee to) terminate automatically become employees of Purchaser and its affiliates as of the Effective Time. Immediately following the Effective Time, (i) Surviving Corporation shall cause each individual employed by Company or any of its Subsidiaries as of the Management Agreement Closing Date who continues in the employment of Surviving Corporation or any of its affiliates (each a “Company Employee”) to (x) receive base salary or wages, as applicable, as well as eligibility to be considered for incentive compensation (including with respect to equity compensation) opportunities pursuant to employee benefit plans or arrangements maintained by Surviving Corporation or any Subsidiary of Surviving Corporation that are no less favorable than those provided to a similarly situated employee of the Surviving Corporation or Subsidiary, as applicable, who was employed by Purchaser as of the Closing Date (“Similar Purchaser Employees”) and (iiy) become eligible to participate in the other Purchaser Plans that certain staffing are employee benefit plans (including severance plans) in which Similar Purchaser Employees are eligible to participate, and on terms no less favorable than such Similar Purchaser Employees, benefits; provided, that until at least the first anniversary of the Closing Date and, at the discretion of Purchaser, through the date that is 18 months following the Closing Date, Purchaser shall continue to maintain, and allow the Company Employees to participate in, Company’s severance plans and policies and that Company Plan that is a tax-qualified defined benefit pension plan and that is a Retiree Medical Benefits plan. Nothing contained in this Section 5.11 shall (A) be construed to create (x) any third-party beneficiary rights in any current or former employee of Company, Purchaser or their Affiliates (including any dependant or beneficiary thereof) or any Person other than the parties to this Agreement (including any participant in any Company Plan, or any dependant or beneficiary thereof) or (y) any right to employment or continued employment for any specified period or to a particular term or condition of employment with Purchaser, Surviving Corporation or their Affiliates, or (B) except as set forth in this Section 5.11, limit the ability of Purchaser, Surviving Corporation or their Affiliates to amend, modify or terminate any Company Plan or other benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. (b) If requested by Purchaser after the date hereof and prior to the Closing, the Company and each of its Subsidiaries shall terminate, effective as of the Closing Date, any Company Plan that is intended to constitute a tax-qualified defined contribution plan under Code Section 401(k) (a “Staffing Agreement401(k) Plan”), in which case the Company Employees shall, effective immediately after the Closing, be eligible to participate in a corresponding Purchaser Plan. If Company is requested by Purchaser to terminate its 401(k) for Plan, Purchaser agrees to take all action necessary to cause the provision trustee of housekeeping servicesthe corresponding Purchaser Plan to accept a direct rollover of all or a portion of a Company Employee’s distribution from Company’s 401(k) Plan, as including any 401(k) Plan loans under terms and conditions established by the administrator of the corresponding Purchaser Plan. (c) For all purposes (including but not limited to purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser (such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) employee benefit plans of Purchaser shall be referred to hereinafter as the “Staffing CompanyNew Plans”)) providing benefits to any Company Employee, each Company Employee shall be credited with his or her years of service with Company and its Affiliates and their respective predecessors to the same extent as such Company Employee was entitled to credit for such service under any applicable similar Company Plan in which such Company Employee participated or was eligible to participate immediately prior to the Transition Date, provided, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service and shall not apply for purposes of retiree medical benefits or for purposes of level of benefits under defined benefit pension plans. “Transition Date” means, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of respect to any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectivelyEmployee, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing date Purchaser or Surviving Corporation commences providing benefits to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together such employee with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact respect to each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithPlan.

Employees. Hersha Owner (a) From and after the Effective Time, Parent and the Merger Sub shall have the rights and obligations described in this Section 6.12 regarding the individuals who were employees of the Company immediately prior to the Effective Time and who continue employment with the Company or a Company Subsidiary or Parent following the Effective Time (or shall cause Hersha Lessee to) terminate "Continuing Employees"). With respect to any Continuing Employee (i) Parent and the Management Agreement Company shall confer and work together in good faith to determine appropriate employment terms, and (ii) the Company shall, in good faith, cooperate with Parent and assist Parent with its efforts to enter into offer letters, assignment of invention agreements and related documents after the date of this Agreement and in any event prior to the Closing Date including each such individual who is on vacation, temporary layoff, leave of absence, sick leave or short- or long-term disability leave. (b) Within a reasonable period of time after the last Business Day of each month after the date of this Agreement and on or about the date that certain staffing agreement is five (5) Business Days prior to the “Staffing Agreement”) for expected date on which the provision of housekeeping servicesClosing will occur, the Company shall, as such agreement is listed on Schedule 8.2(fand to the extent necessary, deliver to Parent a revised Section 4.15(b) attached hereto of the Company Disclosure Schedule, which sets forth each Person who the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a "disqualified individual" (within the meaning of Section 280G of the Code and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”regulations promulgated thereunder), with as of the understanding date such revised Section 4.15(b) is delivered to Parent. (c) Parent, in the event it does not continue the employee welfare benefit plans sponsored and maintained by the Company, will take commercially reasonable efforts to cause Continuing Employees to be eligible for employee welfare benefits that Lessee JV shall simultaneously enter into are substantially similar to the New Management Agreement (as defined herein) benefits provided to similarly situated employees of Parent or its Subsidiaries. To the extent Parent elects to have Continuing Employees, and a New Staffing Agreement (as defined herein) on their eligible dependents where applicable, participate in Parent's employee benefit plans, programs or policies following the Closing Date. In that connection, Hersha Owner (i) Parent will allow such Continuing Employees, and Hersha Lessee) do not anticipate the termination of any their eligible dependents where applicable, to participate in such plans, programs and policies on terms substantially similar to those provided to similarly situated employees of Parent or its Subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such plans for years of service with Company (or any of its Subsidiaries) prior to the Hotel employed Closing Date (except, for the avoidance of doubt, such prior service credit shall not apply to any equity compensation plans, policies or arrangement of Parent or any of its Subsidiaries), provided such credit does not result in duplication of benefits, and (iii) Parent, to the extent required by Hotel Manager or applicable Law and as permitted by the Staffing Company in connection with terms of the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall applicable group health plans, will cause the timely payment of any and all liability pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to or respecting employees be waived. (d) Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Hotel employed by Hotel Manager or Company pursuant to the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, Severance and other forms of compensation earned by and due and owing to Employees as Retention Policy described in Section 6.12(d) of the Adjustment Point Company Disclosure Schedule and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree Made Available to reasonably cooperate with each other in connection therewithParent.

Employees. Hersha Owner shall (or shall cause Hersha Lessee toa) terminate Each individual (iother than those engaged primarily in the businesses of Rockwell and its Subsidiaries (including Rockwell's Electronic Commerce Division, Rockwell's mechanical filters product line and Rockwell Science Center) other than the Management Agreement and (iiSemiconductor Business) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement who is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of employed by any employees member of the Hotel Company Group immediately prior to the Time of Distribution (including, without limitation, those who are actively employed or on lay-off, leave, short-term or long-term disability or other permitted absence from employment) will continue to be employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees such member of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees Group as of the Adjustment Point Time of Distribution and claims for benefits will be a Conexant Employee. In addition, each individual who is employed by Rockwell or any of Employees incurred its Subsidiaries (other than by members of the Company Group) immediately prior to the Time of Distribution and (x) who is engaged primarily in the Semiconductor Business or (y) who Rockwell consents to becoming a Conexant Employee, it being understood that Rockwell has granted such consent in respect of individuals identified on the attached Schedule 2.01 (including, in the case of both clauses (x) and (y), those who are actively employed or on lay-off, leave, short-term or long-term disability or other permitted absence from employment) will be employed by a member of the Company Group as of the Adjustment PointTime of Distribution and will be a Conexant Employee. (b) Each individual (other than those engaged primarily in the Semiconductor Business and those who Rockwell consents to becoming a Conexant Employee) who is employed by any member of the Rockwell Group immediately prior to the Time of Distribution (including, together with F.I.C.A.without limitation, unemployment and those who are actively employed or on lay-off, leave, short-term or long-term disability or other taxes and benefits due permitted absence from any employer employment) will continue to be employed by a member of such Employees the Rockwell Group as of the Adjustment PointTime of Distribution and will be a Rockwell Employee. Promptly following In addition, each individual who is employed by any member of the Effective Company Group immediately prior to the Time of Distribution and who is engaged primarily in businesses of Rockwell and its Subsidiaries (including Rockwell's Electronic Commerce Division, Rockwell's mechanical filters product line and Rockwell Science Center) other than the Semiconductor Business (including those who are actively employed or on lay-off, leave, short-term or long-term disability or other permitted absence from employment) will be employed by a member of the Rockwell Group as of the Time of Distribution and will be a Rockwell Employee. (c) Nothing contained in this Section 2.01 is intended to confer upon any employee of the Rockwell Group or the Company Group any right to continued employment after the Distribution Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner shall As of the Closing Date (or as soon as possible thereafter as permitted by the Laws of any country other than the United States), (i) Genworth shall, or shall cause Hersha Lessee its applicable Affiliates to, continue to employ as a successor employer all of the employees (including statutory employees) terminate of the Companies (i) other than the Management Agreement GEIH Business Employees described below), including all such employees who have rights of employment on return from any leave or other absence (all such employees hereinafter referred to as “Company Employees”), and (ii) that certain staffing agreement GE shall, or shall cause its applicable Affiliates (other than the Companies) to, transfer all employees not employed by the Companies but assigned to the Genworth Business, including all such employees who have rights of employment on return from any leave or other absence (all such employees hereinafter referred to as “Staffing AgreementTransferred Employees”) for and Genworth shall, or shall cause its applicable Affiliates to, employ as a successor employer the provision Transferred Employees. For purposes of housekeeping servicesthis Agreement, as such agreement is listed on Schedule 8.2(f(i) attached hereto all Company Employees, (ii) all Transferred Employees, and (iii) those individuals hired after the service provider listed on Schedule 8.2(f) Closing Date by the Genworth Business shall collectively be referred to as “Employees.” Any Liabilities relating to Transferred Employees shall be deemed to be Liabilities of Genworth for all purposes with effect from the “Staffing Company”Closing Date notwithstanding the fact that certain Transferred Employees shall only be transferred following the Closing Date as permitted by the Laws of any country other than the United States. As of the Closing Date (or as soon as possible thereafter as permitted by the Laws of any country other than the United States), with Genworth also agrees, or shall cause its applicable Affiliates, to assume the understanding that Lessee JV obligations of any works council agreement covering the Employees employed by the Companies outside of the United States. Notwithstanding the foregoing, any employee who is employed by GEI and assigned to the Genworth Business on or after the Closing Date shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) become an Employee on the Closing Trigger Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner shall (or shall Purchaser will cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company Surviving Corporation to be enrolled in connection with the transactions contemplated in this Agreement. Hersha Owner Parent’s existing employee benefit plans (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectivelyeach such plan, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing AgreementParent Plan”), and Hersha Lessee all such employees will be credited with his or her years of service with the Company and Lessee JV agree its Affiliates before the Effective Time (including predecessor or acquired entities or any other entities with respect to reasonably cooperate service for which the Company and its Affiliates have given credit for prior service). For purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits, the Parent Plan will cause all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for such employee and his or her covered dependents, to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Company Benefit Plan, and the Parent Plan will cause any eligible expenses incurred by such employee and his or her covered dependents during the plan year in which the Closing falls to be taken into account under such Parent Plan for purposes of satisfying all deductible, coinsurance and maximum out- of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Parent Plan. The employees of the Company and its Subsidiaries shall be treated in a manner consistent with Parent’s past practices with respect to severance benefits. Notwithstanding anything to the contrary in this Agreement, in no event shall Parent, Purchaser or the Surviving Corporation amend, terminate or waive any provision of the Change In Control Plan during the twelve (12) month period immediately following the Effective Time (nor shall Parent, Purchaser or the Surviving Corporation amend this Agreement in respect of this obligation). This Section 6.7 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.7, expressed or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.7. Without limiting the foregoing, no provision of this Section 6.7 will create any third party beneficiary rights in connection therewithany current or former employee, director or consultant of the Company or its Subsidiaries in respect of continued employment (or resumed employment) or any other matter. The Company’s employees set forth in Section 6.7 of the Company Disclosure Letter shall be terminated without cause effective as of the Effective Time.

Employees. Hersha Owner (a) Parent and STC agree to cause the Surviving Corporation to honor in accordance with their terms all Company Benefit Plans and all employment and severance agreements in each case listed in Section 6.12 of the Company Disclosure Letter (or filed as exhibits to the Company SEC Documents), and all accrued benefits vested thereunder. (b) Parent agrees to cause the Surviving Corporation to provide as of the Closing employees of the Company and its Subsidiaries retained by the Surviving Corporation with employee benefits substantially similar to the Company Benefit Plans set forth in SECTION 4.14 of the Company Disclosure Letter; PROVIDED, HOWEVER, that the Parent shall be entitled to implement a stock option plan in its discretion, without regard to the terms of the Company Stock Option Plan. (c) For purposes of all employee benefit plans, programs and arrangements maintained by or contributed to by Parent and its Subsidiaries (including, after the Closing, the Surviving Corporation), Parent shall, or shall cause Hersha Lessee its Subsidiaries to, cause each such plan, program or arrangement to treat the prior service with the Company and its Affiliates of each Person who is an employee or former employee of the Company or its Subsidiaries immediately prior to the Closing (a "COMPANY EMPLOYEE") terminate (ito the same extent such service is recognized under analogous plans, programs or arrangements of the Company or its affiliates prior to the Closing) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping servicesas service rendered to Parent or its Subsidiaries, as the case may be, for purposes of eligibility to participate in and vesting thereunder; PROVIDED, HOWEVER, that such agreement is listed on Schedule 8.2(f) attached hereto (and crediting of service shall not operate to duplicate any benefit or the service provider listed on Schedule 8.2(f) funding of such benefit. Company Employees shall also be referred to as given credit for any deductible or co-payment amounts paid in respect of the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on plan year in which the Closing Dateoccurs, to the extent that, following the Closing, they participate in any other plan for which deductibles or co-payments are required. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate Parent shall also cause each Parent benefit plan to waive any preexisting condition which was waived or otherwise covered under the termination terms of any employees Benefit Plan immediately prior to the Closing or waiting period limitation which would otherwise be applicable to a Company Employee on or after the Closing. Parent shall recognize any accrued but unused vacation and sabbatical time of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits date of Employees incurred as of Closing, in accordance with the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer terms of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”)policies, and Hersha Lessee Parent shall provide such vacation and Lessee JV agree sabbatical time in accordance with the terms of such Company policies but in no event will Parent be obligated to reasonably cooperate with each extend or enlarge the benefits available under such Company policies. Nothing in this Section 6.12 shall be construed to create any entitlement to employment other in connection therewiththan "at will" or any other entitlement.

Employees. Hersha Owner (a) Parent agrees to provide employee benefit plans, programs, arrangements and policies for the benefit of employees of the Company and its Subsidiaries (excluding any equity incentive or defined benefit plans, programs or arrangements) (i) for a period of nine (9) months following the Effective Time, that in the aggregate are no less favorable to such employees than the Company Benefit Plans and (ii) for the three (3) month period immediately thereafter, that in the aggregate are no less favorable to such employees of the Parent holding comparable positions. All service credited to each employee by the Company or its affiliates through the Effective Time shall be recognized by Parent and its affiliates for all purposes, including for purposes of eligibility to participate and vesting and benefit accruals under any employee benefit plan provided by Parent or its affiliates for the benefit of the employees (other than with respect to benefit accruals under defined benefit plans or to the extent necessary to avoid the duplication of benefits). Without limiting the foregoing, to the extent permitted by the applicable plan or plans, Parent shall not treat (and shall cause its affiliates not to treat) any such employee as a "new" employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision under any health or other welfare plan, and will take commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s), to the extent applicable to ensure such result, and Parent shall provide (or shall cause Hersha Lessee toits affiliates to provide) terminate (i) each such employee with credit for any copayments and deductibles paid prior to the Management Agreement and (ii) that certain staffing agreement (Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plans in which such employees are eligible to participate after the “Staffing Agreement”) for the provision of housekeeping servicesEffective Time, as if those deductibles or copayments had been paid under the welfare benefit plans (if different) in which such agreement is listed on Schedule 8.2(femployees are eligible to participate at and after the Effective Time. (b) attached hereto The Surviving Corporation hereby agrees to honor (promptly and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined hereinwithout modification) and a New Staffing Agreement (assume the Company's obligations under employment agreements, employment termination agreements and individual benefit arrangements set forth in the Company Disclosure Schedule, all as defined herein) on in effect at the Closing DateEffective Time. In that connection, Hersha Owner (Parent hereby guarantees the payment and Hersha Lessee) do not anticipate performance by the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer Surviving Corporation of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”obligations pursuant to this Section 6.7(b), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) Parent shall (or shall cause Hersha Lessee tothe Surviving Corporation to employ those individuals set forth on Section 6.10(a) terminate of the Company Disclosure Letter (collectively, the “Nebido Transition Team”) from the Offer Closing until at least the earliest of (i) the Management Agreement and Approval With Label Milestone Date (as defined in the Nebido Contingent Cash Consideration Agreement), the (ii) that certain staffing agreement Approval Without Label Milestone Date (as defined in the Nebido Contingent Cash Consideration Agreement, (iii) December 31, 2009 (the “Staffing AgreementNebido Transition Team Employment Period”) and (iv) with respect to any member of the Nebido Transition Team, such member’s death, disability or voluntary termination of employment. During the Nebido Transition Team Employment Period, the management structure and reporting lines of the Nebido Transition Team shall be as set forth on Section 6.10(a) of the Company Disclosure Letter. Upon the Approval with Label Milestone Date or Approval Without Label Milestone Date, provided that such date occurs on or prior to December 31, 2009, each member of the Nebido Transition Team who is then employed by Parent or the Surviving Corporation shall be provided with a cash bonus in the amount set forth beside his or her name on Section 6.10(a) of the Company Disclosure Letter. (b) For a period of one year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to either (i) provide the employees of the Company and the Company Subsidiaries who are employed immediately prior to the Effective Time (the “Covered Employees”) who remain employed during such period by Parent, the Surviving Corporation or any of their respective Subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as a whole, have a value substantially comparable, in the aggregate, to the compensation and benefits provided by the Company and the Company Subsidiaries as of the date hereof or (ii) provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective Subsidiaries with compensation and benefits that, taken as a whole, have a value substantially comparable, in the aggregate, to the Covered Employees than those provided to similarly situated employees of Parent and its Subsidiaries. In addition, except as set forth in Section 6.10(a), for a period of one year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to provide Covered Employees whose employment is terminated by Parent or the Surviving Corporation with severance benefits in accordance with such employee’s individual employment agreement or, in the absence of any such agreement, in accordance with the severance policy of Parent in effect from time to time. Effective not later than the Closing Date, Parent will establish a retention program for those Company employees Parent determines to seek to retain. Parent shall have no obligation and the Company shall take no action that would have the effect of requiring Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific Person. (c) For purposes of determining eligibility to participate in, and non-forfeitable rights under, but not for purposes of benefit accrual under, any employee benefit plan or arrangement of Parent or the Surviving Corporation or any of their respective Subsidiaries, Covered Employees shall receive service credit for service with the Company (and with any predecessor or acquired entities or any other entities for which the Company granted service credit) as if such service had been completed with Parent; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the provision same period of housekeeping servicesservice. (d) To the extent applicable, Parent shall or shall cause the Surviving Corporation and any of their respective Subsidiaries to waive, or use reasonable best efforts to 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 any health or welfare plan of Parent or the Surviving Corporation or any of their respective Subsidiaries (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 Company 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. Parent shall or shall cause the Surviving Corporation or the relevant Subsidiary of either to provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time and during the calendar year in which the Effective Time occurs under any Company 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) Nothing in this Section 6.10 shall confer any rights or remedies of any kind or description upon any Covered Employee or any other Person other than the Company and Parent and their respective successors and assigns or be construed as such agreement is listed on Schedule 8.2(fan amendment, waiver or creation of any Company Benefit Plan or Company Benefit Agreement. (f) attached hereto (The Company and the service provider listed on Schedule 8.2(f) Company Subsidiaries shall be referred refrain from causing any employees of the Company or the Company Subsidiaries to suffer an “employment loss” as defined in the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local law (collectively, the “Staffing CompanyWARN Act”), in the ninety-one (91) days prior to the Offer Closing, without the prior consent of Parent. Notwithstanding Section 6.8 of this Agreement, the Company and the Company Subsidiaries, as applicable, shall cooperate with and provide reasonable assistance to Parent or its agents in preparing and delivering any notices required or potentially required pursuant to the understanding that Lessee JV shall simultaneously enter into the New Management Agreement WARN Act (as defined hereindetermined by Parent in its sole discretion) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate to effectuate the termination of the employment of any employees of the Hotel employed by Hotel Manager Company or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees Subsidiaries as of the Adjustment Point and claims for benefits Effective Time in compliance with the WARN Act; provided, however, that all such notices shall indicate that the terminations of Employees incurred as employment are contingent upon the consummation of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithMerger.

Employees. Hersha Owner (a) Purchaser shall (or shall cause Hersha Lessee to) terminate (i) maintain the Management Agreement Cash Incentive Bonus Award Plan and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees other incentive compensation plans set forth in Section 6.13 of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company Disclosure Schedule (collectively, the ‘Employees”), having accrued through "Current Incentive Plans") for those persons employed by Gentek Holdings or any of its Subsidiaries immediately prior to the Adjustment PointClosing, including liability for payment those employees on vacation, leave of all Employees’ wagesabsence, bonusesdisability or sick leave or layoff (whether or not such employees return to active employment with Gentek Holdings or any of its Subsidiaries) (each, commissionsa "Transferred Employee", and collectively, the "Transferred Employees") (if applicable) and any other forms service providers of compensation earned by Gentek Holdings or any of its Subsidiaries participating in the Current Incentive Plans immediately prior to Closing (subject to the terms of the Current Incentive Plans) through December 31, 2003, and due and owing to Employees shall make the payments (including any amounts accrued thereunder as of the Adjustment Point and claims Closing) contemplated by the applicable Current Incentive Plans (if applicable) in accordance with the payment schedule pursuant to which Purchaser makes comparable payments under its own incentive plans. If a participant in any Current Incentive Plan is terminated without "cause" or resigns for benefits "good reason" (in each case as such terms are defined in the applicable Current Incentive Plan or, if not so defined, as reasonably determined by Purchaser in good faith) after the Closing, he or she will be vested in a portion of Employees incurred the benefit under the applicable Current Incentive Plan accrued as of the Adjustment Pointdate of termination, together with F.I.C.A.or, unemployment and other taxes and benefits due from any employer of such Employees as if not so accrued, to a portion of the Adjustment Point. Promptly following annualized payment that such participant would have received under the Effective Dateapplicable Current Incentive Plan, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions multiplied by the number of days such person was an employee during the calendar year of 2003, divided by 365. (b) To the extent that service is relevant for terminating the Staffing Agreement and entering into a new staffing agreement purposes of eligibility or vesting under any employee benefit plan, program or arrangement established or maintained by Purchaser, Gentek Holdings or any of its Subsidiaries for the Hotel (benefit of any Transferred Employees, Purchaser shall cause each such plan, program or arrangement to credit such employees for service with Gentek Holdings or any of its Subsidiaries on or prior to the “New Staffing Agreement”)Closing to the extent that such service is recognized for similar purposes under the same or similar employee benefit plans, and Hersha Lessee and Lessee JV agree programs or arrangements in which the applicable Transferred Employee participates prior to reasonably cooperate with each other in connection therewiththe Closing.

Employees. Hersha Owner (a) From and after the Effective Time, Parent and the Merger Sub shall have the rights and obligations described in this Section 6.13 regarding the individuals who were employees of the Company immediately prior to the Effective Time and who continue employment with the Company, a Parent Subsidiary or Parent following the Effective Time (or shall cause Hersha Lessee to) terminate "Continuing Employees"). With respect to any potential Continuing Employee (i) Parent and the Management Agreement Company shall confer and work together in good faith to determine appropriate employment terms, and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping servicesCompany shall, as such agreement is listed on Schedule 8.2(f) attached hereto (in good faith, cooperate with Parent and the service provider listed on Schedule 8.2(f) shall be referred assist Parent with its efforts to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into offer letters, assignment of invention agreements and related documents after the New Management date of this Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on in any event prior to the Closing Date. In . (b) Within a reasonable period of time after the last Business Day of each calendar month after the date of this Agreement and on or about the date that connectionis five Business Days prior to the expected Closing Date, Hersha Owner (and Hersha Lesseeif there shall have been any change in the information required to be set forth in Section 4.10(f) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or Original Company Disclosure Schedules, the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lesseeshall, deliver to Parent a revised Section 4.10(f) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager Updated Company Disclosure Schedules, which sets forth each person who the Company reasonably believes is, with respect to the Company or any of its ERISA Affiliates, a "disqualified individual" (within the Staffing Company (collectively, meaning of Section 280G of the ‘Employees”Code and the regulations promulgated thereunder), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point date such revised Section 4.10(f) is delivered to Parent. (c) Parent, in the event it does not continue the employee welfare benefit plans sponsored and claims maintained by the Company, will take commercially reasonable efforts after the Effective Time to cause Continuing Employees to be eligible for employee welfare benefits that are substantially similar in the aggregate to the benefits provided to similarly situated employees of Employees incurred as of Parent or its Subsidiaries. To the Adjustment Pointextent Parent elects to have Continuing Employees, together with F.I.C.A.and their eligible dependents where applicable, unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly participate in Parent's employee benefit plans, programs or policies following the Effective DateTime, Hersha Lessee and Lessee JV (i) Parent shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”)allow such Continuing Employees, and Hersha Lessee their eligible dependents where applicable, to participate in such plans, programs and Lessee JV agree policies on terms substantially similar to those provided to similarly situated employees of Parent or its Subsidiaries, (ii) each Continuing Employee will, to the extent reasonably cooperate practicable, receive credit for purposes of eligibility to participate and vesting under such plans, programs and policies for years of service with each other the Company or any Company Subsidiary prior to the Effective Time, provided such credit does not result in connection therewithduplication of benefits, and (iii) Parent, to the extent required by applicable Law and as permitted by the terms of the applicable group health plans, shall give credit for any co-payments or deductibles paid during the year in which the Closing Date occurs and shall use is commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which Continuing Employees and their eligible dependents will participate to be waived.

Employees. Hersha Owner (a) During the one-year period following the Closing, Parent shall, or shall cause one of its Affiliates (including, as applicable, the Acquired Companies) to: (i) provide each of the employees of the Acquired Companies who continue in employment with the Acquired Companies immediately following the Closing (each, a “Continuing Employee”) with base salary or base wages, short-term incentive opportunities for commissions or bonuses (but, for the avoidance of doubt, excluding equity-based compensation and severance) that are substantially similar in the aggregate as provided to such Continuing Employee under the Company Plans set forth on Section 3.17(a)(i) of the Company Disclosure Letter immediately prior to the Closing; and (ii) provide benefits to the Continuing Employees that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees under the Company Plans set forth on Section 3.17(a)(i) of the Company Disclosure Letter as in effect on the Closing Date. (b) From and after the Closing Date, Parent shall (or shall cause Hersha Lessee one of its Affiliates to) terminate provide the Continuing Employees with service credit for purposes of: (i) eligibility and vesting under any Plan in which such Continuing Employees participate that is maintained, sponsored, contributed to or required to be contributed to or entered into by Parent or any of its Affiliates for the Management Agreement benefit of any current or former employee, officer or other service provider of Parent or any of its Affiliates (each, a “Parent Plan”); and (ii) the level of benefits provided under any Parent Plan in which such Continuing Employees participate that certain staffing agreement (the “Staffing Agreement”) is a vacation, paid-time off or severance plan, for the provision all periods of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), employment with the understanding that Lessee JV shall simultaneously enter into Acquired Companies and their predecessors prior to the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on Closing Date to the same extent to which such service was recognized by the Acquired Companies under any equivalent Company Plan immediately prior to the Closing Date; provided, however that no such service shall be credited to the extent that it would result in a duplication of benefits or would not be credited to other similarly situated employees of Parent or its Affiliates; provided, further, that no such service shall be credited with respect to retiree insurance or retiree medical premium credit. In Parent shall ensure that connectionany Parent Plans shall not deny Continuing Employees (or their eligible dependents) coverage on the basis of a pre-existing condition, Hersha Owner actively-at-work requirement or required physical examination, to the extent allowable under the terms of the Parent Plan and applicable Law (and Hersha Lessee) do not anticipate except to the termination of any employees of extent that such conditions or requirements would apply under the Hotel employed by Hotel Manager Company Plans in which the Continuing Employees participated immediately prior to the Closing Date). Nothing contained herein shall require Parent or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment Parent Plans to credit Continuing Employees (and their eligible dependents) for any deductibles, co-payments and out-of-pocket expenses paid in the year of initial participation prior to the Closing Date for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses under any and all liability applicable Parent Plan with respect to the plan year in which the Closing Date occurs. (c) The Acquired Companies shall (or respecting employees of shall cause the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”applicable Plan sponsor to), having accrued through at least one (1) Business Day prior to the Adjustment PointClosing Date, including liability for payment of all Employees’ wages, bonuses, commissions(i) cease contributions to, and adopt written resolutions (or take other forms of compensation earned by necessary or appropriate action) to terminate the Procurian USA, Inc. 401(k) Plan and due and owing any other Company Plan that is intended to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.qualify under

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) Schedule 6.1(z)(i) lists all the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (Employees and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”)age, position, status, length of service, compensation and all other benefits of each of them, respectively. The Purchaser has been provided with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) opportunity to review all contracts or arrangements with or relating to any Employee and a New Staffing Agreement (as defined herein) will be provided with copies of such contracts or arrangements on the Closing Date. In that connection. (ii) There is no labour strike, Hersha Owner dispute, slowdown or stoppage actually pending or involving or, to the best of the knowledge of each of the Vendors and the Shareholders, threatened against Kwatrobox and/or each Subsidiary with respect to the Business; (and Hersha Lesseeiii) do not anticipate Other than as set out in their written contracts of employment with Kwatrobox and/or each Subsidiary, no Employee has any agreement as to length of notice required to terminate his or her employment; (iv) All required withholding of amounts from the termination Employees have been paid to the appropriate authority in compliance with Applicable Law. (v) No notice has been received by Kwatrobox and/or the Subsidiaries or the Vendors of any employees complaint which has not been resolved, filed by any of its Employees claiming that Kwatrobox and/or the Subsidiaries have violated any applicable employee or human rights or similar legislation in any jurisdictions in which Kwatrobox and/or the Subsidiaries operate, or of any complaints or proceedings which have not been resolved of any kind involving Kwatrobox and/or the Subsidiaries or, to each of the Hotel employed by Hotel Manager or Vendor's and the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of Shareholders' knowledge, after due inquiry, any and all liability to or respecting employees of the Hotel employed Employees before any labour relations board. There are no outstanding orders or charges against Kwatrobox and/or the Subsidiaries under any applicable health and safety legislation in any jurisdictions in which Kwatrobox and/or the Subsidiaries carries on business. All levies, assessments and penalties made against Kwatrobox and/or the Subsidiaries pursuant to the workers' compensation legislation in the jurisdictions in which Kwatrobox and/or the Subsidiaries carries on business have been paid by Hotel Manager or Kwatrobox and/or the Staffing Company Subsidiaries and Kwatrobox and/or the Subsidiaries have not been reassessed under any such legislation except such as have been resolved. (collectively, the ‘Employees”), having accrued through the Adjustment Pointvi) The only benefit plans, including liability for payment pension schemes, of all Employees’ wages, bonuses, commissions, and other forms of compensation earned Kwatrobox and/or the Subsidiaries (the "Benefit Plans") are listed in Schedule 6.1(z)(vi) hereto. All contributions or premiums required to be made by and due and owing to Employees as Kwatrobox and/or the Subsidiaries under the terms of the Adjustment Point Benefit Plans have been made. Kwatrobox and/or the Subsidiaries may terminate the Benefit Plans. Kwatrobox and claims for benefits of the Subsidiaries has furnished to the Purchaser all related documentation and plan summaries, booklets and personal manuals related to the Benefit Plans. (vii) There are no back-service obligations or other pension liabilities with regard to the Employees incurred as other than those specifically included and mentioned in the Financial Statements. (viii) The Financial Statements and the Closing Date Financial Statements are true and correct in presenting Kwatrobox's and each of the Adjustment PointSubsidiary's liabilities vis-a-vis the Employees, together with F.I.C.A., unemployment including reservations for vacation monies and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithnon-taken holidays.

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due 5.1 With effect from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee the Resulting Company undertakes to engage, without any interruption in service, all employees forming part of the Demerged Undertaking, on the terms and Lessee JV conditions not less favourable than those on which they are engaged by the Demerged Company immediately prior to the Effective Date. The Resulting Company undertakes to continue to abide by any agreement/ settlement or arrangement, if any, entered into or deemed to have been entered into by the Demerged Company with any of the aforesaid employees or union representing them. The Resulting Company agrees that the services of all such employees with the Demerged Company prior to the demerger shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering be taken into a new staffing agreement account for the Hotel purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity and other retiral/ terminal benefits. The decision on whether or not an employee is part of the Demerged Undertaking, shall be decided mutually by the Parties, and shall be final and binding on all concerned. 5.2 Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, employment information, including personnel files (the “New Staffing Agreement”including hiring documents, existing employment contracts, and documents reflecting changes in an employee’s position, compensation, or benefits), payroll records, medical documents (including documents relating to past or on-going leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary records, supervisory files relating to the employees of the Demerged Undertaking and Hersha Lessee all forms, notifications, orders and Lessee JV agree contribution/ identity cards issued by the concerned authorities relating to reasonably cooperate benefits shall be deemed to have been transferred to the Resulting Company. 5.3 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, as the case may be, will be transferred respectively to such provident fund, gratuity fund and superannuation funds nominated by the Resulting Company and/ or such new provident fund, gratuity fund and superannuation fund to be established in accordance with each other Applicable Law and caused to be recognized by the Appropriate Authorities, by the Resulting Company. Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the said employees would be continued to be deposited in connection therewiththe existing provident fund, gratuity fund and superannuation fund respectively of the Demerged Company.

Employees. Hersha Owner (a) Seller shall provide each Covered Employee whose employment with Company is terminated by Buyer on the Closing Date following the Closing (other than for “cause”, as defined in Section 5.10(f) below), with severance pay and benefits, as applicable, in accordance with Company’s severance plan identified in Section 3.12 of the Disclosure Schedules. No later than twenty-five (25) days following the date of this Agreement, Buyer shall inform Seller in writing of the name of any Covered Employee whose employment with Company Buyer intends to terminate on the Closing Date. (b) For a period commencing on the Closing Date and ending on the first year anniversary of the Closing, Buyer shall or shall cause Hersha Lessee toCompany to maintain in effect compensation to the Covered Employees that remain employed by Company following the Closing Date which is substantially similar to the compensation provided by Company as in effect on the date hereof to such Covered Employees. (c) Following the Closing, each Covered Employee that remains employed by Company shall be eligible to participate in employee benefit plans maintained by Parent or its Affiliates in accordance with the terms of such plans and providing benefits no less favorable than to other similarly situated employees of Parent or Buyer. For purposes of determining eligibility to participate in, and non-forfeitable rights under, any employee benefit plan or arrangement of Buyer or, following Closing, Company, Covered Employees who remain employed by Company following the Closing Date shall receive service credit for service with Company and any Company Subsidiary (and with any predecessor or acquired entities or any other entities for Company or any Company Subsidiary granted service credit) as if such service had been completed with Buyer. (d) Buyer shall or following Closing shall cause Company to waive or cause its insurance carriers to waive any pre-existing condition limitation on participation and coverage applicable to any Covered Employee who remains employed by Company following the Closing or any of his or her covered dependents under any Buyer or Company health or welfare plan (a “New Plan”) in which such Covered Employee or covered dependent shall become eligible to participate after the Closing to the extent such Covered Employee or covered dependent was no longer subject to such pre-existing condition limitation under the corresponding Company 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. Buyer shall or following Closing shall cause Company to provide each Covered Employee who remains employed by Company following the Closing Date with credit for any co-payments and deductibles paid prior to the Closing and during the calendar year in which the Closing occurs under any Company 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 Closing. (e) Buyer shall or following Closing shall cause Company to recognize any unused paid time off and sick leave hours available to each Covered Employee as of the Closing under Company’s paid time off policy applicable to such Covered Employee, up to the amount of accrued liability included in the Company’s Final Balance Sheet, and to recognize service by each Covered Employee with Company for purposes of determining eligibility for vacation and sick leave following the Closing under the applicable vacation and sick leave policies of Buyer or Company. (f) Following Closing, if Buyer terminates the employment with Company of any Covered Employee, or Buyer otherwise fails to adhere to the employment requirements and policies set forth in Company’s severance plan identified in Section 3.12 of the Disclosure Schedules with respect to any such Covered Employee, in each case, within twelve (12) months following the Closing Date, Buyer or Company shall provide each such Covered Employee with severance pay and benefits, as applicable, in accordance with Company’s severance plan identified in Section 3.12 of the Disclosure Schedules, subject only to Buyer’s right to terminate any such employment for Cause (as defined herein). Termination for “Cause” shall mean termination of an employee from employment with Buyer for any of the following reasons: (i) the Management Agreement employee’s willful failure to substantially perform his or her duties and responsibilities to Buyer or deliberate violation of a material policy of Buyer; (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination employee’s commission of any employees material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Hotel employed by Hotel Manager employee’s material unauthorized use or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment disclosure of any proprietary information or trade secrets of Buyer or any other party to whom the employee owes an obligation of nondisclosure as a result of his or her relationship with Buyer; or (iv) employee’s willful and all liability to material breach of any of his or respecting employees of the Hotel employed by Hotel Manager her obligations under any written agreement or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together covenant with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithBuyer.

Employees. Hersha Owner (a) Conditioned upon the occurrence of the Closing of the transaction contemplated herein, and the absence of all legal or contractual impediments, Buyer will make an offer of at-will employment, effective as of 5:00 p.m. local time, on the Closing Date, to employees of the Seller who are employed in the Business, as determined by Buyer. Buyer will offer employment to such employees at their current salaries. Those employees who accept Buyer's offer of employment shall be referred to herein as "Transferred Employees." All offers of employment made pursuant to this Section 6.9(a) shall be made in accordance with all applicable laws, rules and regulations. (b) All Transferred Employees shall commence participation in welfare benefit plans to be established by Buyer or its Affiliates (the "Replacement Welfare Plans") effective as of each Transferred Employee's date of hire. Buyer shall cause Hersha Lessee to) terminate the insurer of each Replacement Welfare Plan to (i) waive all limitations as to pre-existing condition exclusions and waiting periods under the Management Agreement Replacement Welfare Plans with respect to the Transferred Employees, other than, but only to the extent of, limitations or waiting periods that were in effect with respect to such Employees under the welfare plans maintained by Seller and that have not been satisfied as of the Closing Date, and (ii) that certain staffing agreement provide each Transferred Employee with credit for any co-payments and deductibles paid during the year in which the Closing occurs and prior to the Closing Date in satisfying any deductible or out-of pocket requirements under the Replacement Welfare Plans (on a pro-rata basis in the “Staffing Agreement”event of a difference in plan years), provided that, such waiver and credit shall be provided conditioned upon Seller's timely delivery to Buyer of documentation deemed sufficient by Buyer as to amounts to be credited or time waived for each Transferred Employee and his or her dependents. (c) The Transferred Employees shall be given credit for the provision of housekeeping servicesall service with Seller under each employee pension benefit plan, as defined by Section 3(2) of ERISA, fringe benefit and other employee benefit plans as defined by Section 3(3) of ERISA, programs and arrangements covering employees of Buyer ("Buyer ----- Benefit Plans") in which a Transferred Employee becomes a participant. The ------------- service credit so given shall be for purposes of eligibility and vesting, but not for level of benefits and benefit accrual except to the extent the Buyer Benefit Plans otherwise provide. (i) To the extent allowable by law, Buyer shall take any and all necessary action to cause the trustee of any defined contribution plan covering employees of Buyer in which any Transferred Employee becomes a participant to accept a direct "rollover" in cash or other acceptable form of all or a portion of said Employee's "eligible rollover distribution" within the meaning of Section 402 of the Code from the defined contribution plan sponsored by Seller if requested to do so by the Transferred Employee. (ii) If it is determined by Buyer and Seller that Transferred Employees are not eligible to receive a distribution from the defined contribution plan sponsored by Seller ("Seller's DC Plan"), Buyer, in its sole discretion may, but will not be obligated to, accept a plan-to-plan transfer of such agreement is listed on Schedule 8.2(f) attached hereto amounts from Seller's DC Plan in accordance with the provisions of this subsection (d)(ii). If Buyer decides to accept such a transfer, Seller shall cause the transfer from Seller's DC Plan of assets attributable to the total vested and forfeitable accrued benefit of each such Transferred Employee to the defined contribution plan sponsored by Buyer ("Buyer's DC Plan"), which shall accept such assets and the service provider listed on Schedule 8.2(f) liability and obligation to pay such transferred accrued benefit. Any such transfer of assets and liabilities shall be referred to as the “Staffing Company”), in accordance with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees all applicable provisions of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) Code and ERISA, and Buyer shall be responsible for and shall cause the timely payment of satisfying any and all liability filing requirements associated with such transfer. If such transfer is to be made, Buyer shall advise Seller and the administrator of Seller's DC Plan shall certify in writing the amount of vested and forfeitable benefits of each affected Transferred Employee, whose determination shall be conclusive and binding. Seller shall remain exclusively liable for any claims for benefits by participants or respecting employees their beneficiaries for claimed benefits in excess of the Hotel employed by Hotel Manager or amount so determined. Seller's liability shall continue for the Staffing Company (collectivelyduration of any applicable statute of limitations period. Based on the administrator's certification, the ‘trustee of Seller's DC Plan shall segregate the assets attributable to such benefits, identify the composition of such assets to the trustee of Buyer's defined contribution plan, and, in accordance with the instructions of the trustee of Buyer's DC Plan, transfer such assets to the trustee of Buyer's DC Plan. As a condition to any such transfer, Buyer shall represent in writing that Buyer's DC Plan has received a current favorable determination from the IRS that it is qualified under Section 40 1(a) of the Code, has been administered in accordance with the Code, ERISA and the terms of its governing document and that no event has occurred affecting such plan's qualification. The parties hereto and the trustees and plan administrators of the respective plans may enter into such additional agreement(s) as are deemed necessary to effectuate this provision. (e) Prior to the Closing Date, Seller shall permit Buyer to review employee performance, job description and other relevant information Buyer deems necessary to determine which of Seller's employees will be offered continued employment in accordance with Section 6.9(a). Promptly after the Closing, Seller shall deliver to Buyer the personnel records and files of Seller for the Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by Seller shall have reasonable access to such records and due and owing to Employees files following Closing. (f) Buyer acknowledges that, as of the Adjustment Point Closing, CHP shall continue to be obligated under the Collective Bargaining Agreement between CHP and claims for benefits United Food and Commercial Workers International Union Region 18 Canada, Local 61 7P, and that the employees of Employees incurred CHP will remain as of the Adjustment PointClosing employees of CHP, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree without regard to reasonably cooperate with each other in connection therewithSections 6.9(a)-(e) hereof.

Employees. Hersha Owner (a) Except as provided in Section 5.3(b) with respect to the -------------- Retained Employees, the Company and the Majority Members shall cause the Company to terminate at or prior to Closing all employees of the Company (the "Employees") and Buyer (or an Affiliate thereof) shall cause Hersha Lessee to) terminate (i) offer employment to all the Management Agreement and (ii) that certain staffing agreement Employees, which Employees shall be identified on an "Employee Schedule" (the “Staffing "Transferred Employees") to be delivered by the Company to Buyer immediately upon execution of this Agreement”) , on terms and conditions substantially similar to their employment by the Company and assume all accrued obligations to such employees to the extent disclosed to Iconixx and either reserved for on the provision of housekeeping services, as such agreement is listed Preliminary Closing Balance Sheet or set forth on Schedule 8.2(f) attached hereto (and 5.3; provided that the service provider listed on Schedule 8.2(f) terms of this Section 5.3 ------------ ----------- shall be referred not entitle any Employee to as remain in the “Staffing Company”)employment of the Company or Buyer or affect the right of Buyer to terminate any Employee at any time, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (or to establish, modify or terminate any employee benefit plan as defined hereinin Section (3)(3) of ERISA or any benefit under any such plan at any time. The Company shall assume all obligations and a New Staffing Agreement (as defined herein) liability under Section 4980B of the Code with respect to the Company's current and former employees and their qualified beneficiaries where such employees' or qualified beneficiaries' initial qualifying event occurs on or prior to the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of The Company shall be responsible for any employees notices or other obligations required under Section 4980 of the Hotel employed by Hotel Manager or the Staffing Company Code in connection with the transactions contemplated Company's termination of any employees' employment hereunder. (b) Notwithstanding anything in this AgreementSection 5.3 to the contrary, ----------- the Company shall retain on its payroll the employees listed on Schedule -------- 5.3(b) (the "Retained Employees") pursuant to the terms of an Employee ------ Transition Services Agreement substantially in the form attached hereto as Exhibit H until the earlier of (i) any required or recommended filings with --------- respect to the Retained Employees' immigration status or petition for permanent residence have been received to the reasonable satisfaction of Buyer or (ii) December 31, 2000. Hersha Owner (and/or Hersha Lessee) The Company and Buyer shall be responsible for and shall cause cooperate in the timely payment completion of any such filings and all liability approvals. On or prior to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectivelydate hereof, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment Company shall have furnished to Buyer copies of all original I- 9 files, personnel files and immigration files for all Transferred Employees’ wages. (c) Buyer shall take all action necessary and appropriate to extend coverage, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees effective as of the Adjustment Point and claims for benefits Closing Date, under a 401(k) plan and/or other qualified pension plan (the "Buyer's Retirement Plan") to the Transferred Employees having account balances under the 401(k) plan of Employees incurred which the Company is an adopting employer (the "Company 401(k) Plan") as of the Adjustment PointClosing Date. Such Transferred Employees shall be credited under the Buyer's Retirement Plan, together for eligibility and vesting purposes, with F.I.C.A., unemployment and other taxes and benefits due from any employer the service credited under the terms of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”401(k), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) Following the Effective Time, (i) Parent shall cause the Surviving Corporation and its successors: (A) to satisfy each of the agreements and arrangements (the "Employment Obligations") described in subsection (c) below with respect to the employees (the "Contract Employees") subject to such agreements and arrangements, (B) use its commercially reasonable efforts to retain each present full-time employee of the Company at such employee's current position with such current responsibilities (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Surviving Corporation or Parent at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the Surviving Corporation or Parent on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from the Company prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that Parent continues or causes the Surviving Corporation to continue to employ officers or employees of the Company as of the Effective Time, the Surviving Corporation or Parent or their successors shall employ such persons on the Effective Time who are not Contract Employees as "at will" employees, (iii) officers and employees of the Company who continue employment with The Surviving Corporation or Parent or their successors after the Effective Time and who are Contract Employees will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iv) in the event The Surviving Corporation or Parent or their successors do not employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties or for cause) of any officers or employees of the Company as of the Effective Time who are not Contract Employees, Parent shall or shall cause Hersha Lessee toThe Surviving Corporation or their successors to pay the following severance benefits to such employees: a minimum of 2 weeks' salary, with an additional one week for each year of service, with a maximum of 26 weeks' salary. (b) terminate Following the Effective Time, Parent agrees (i) to provide employee benefit plans, programs, arrangements and policies for the Management Agreement benefit of current retired employees and current retired non-employee directors (each as of the date hereof) of the Company and its subsidiaries that in the aggregate are no less favorable to such retired employees and retired non-employee directors than the Company Plans and (ii) to allow future retired non-employee directors (including any spouse or surviving spouse thereof) to participate in an applicable health and welfare plan, provided that certain staffing agreement all expenses associated with such participation shall be the sole responsibility of such retired non-employee directors (or, as applicable, a spouse or surviving spouse thereof). For a period of two (2) years following the “Staffing Agreement”) Effective Time, Parent agrees to provide employee benefit plans, programs, arrangements and policies for the benefit of employees and future retired employees (i.e., employees who retire after the date hereof) of the Company and its subsidiaries that in the aggregate are no less favorable to such employees and future retired employees than the Company Plans. In the case of benefit plans and programs under which benefits are paid or determined by reference to the value of Company Shares, Parent agrees that such benefits shall be paid or determined by reference to the value of shares of common stock of Parent in an equitable manner. All service credited to each employee and retired employee by the Company through the Effective Time shall be recognized by Parent for purposes of eligibility and vesting (but not benefit accruals) under the Parent Benefit Plans. Without limiting the foregoing, Parent shall not treat any Company employee as a "new" employee or retired employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision of housekeeping servicesunder any health or other welfare plan, as and will use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s), to the extent applicable, to ensure such agreement is result. (c) Parent and the Surviving Corporation hereby agree to honor (without modification) and assume the employment agreements, executive termination agreements and individual benefit arrangements listed on Schedule 8.2(f6.8(c) attached hereto (and except to the service provider listed on Schedule 8.2(f) shall be referred extent that such agreements have been waived prior to as the “Staffing Company”Effective Time), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (all as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following effect at the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithTime.

Employees. Hersha Owner (a) Parent shall (or shall cause Hersha Lessee tothe Surviving Corporation to employ those individuals set forth on Section 6.10(a) terminate of the Company Disclosure Letter (collectively, the "Nebido Transition Team") from the Offer Closing until at least the earliest of (i) the Management Agreement and Approval With Label Milestone Date (as defined in the Nebido Contingent Cash Consideration Agreement), the (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement Approval Without Label Milestone Date (as defined hereinin the Nebido Contingent Cash Consideration Agreement, (iii) December 31, 2009 (the "Nebido Transition Team Employment Period") and (iv) with respect to any member of the Nebido Transition Team, such member's death, disability or voluntary termination of employment. During the Nebido Transition Team Employment Period, the management structure and reporting lines of the Nebido Transition Team shall be as set forth on Section 6.10(a) of the Company Disclosure Letter. Upon the Approval with Label Milestone Date or Approval Without Label Milestone Date, provided that such date occurs on or prior to December 31, 2009, each member of the Nebido Transition Team who is then employed by Parent or the Surviving Corporation shall be provided with a New Staffing Agreement cash bonus in the amount set forth beside his or her name on Section 6.10(a) of the Company Disclosure Letter. (b) For a period of one year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to either (i) provide the employees of the Company and the Company Subsidiaries who are employed immediately prior to the Effective Time (the "Covered Employees") who remain employed during such period by Parent, the Surviving Corporation or any of their respective Subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as defined hereina whole, have a value substantially comparable, in the aggregate, to the compensation and benefits provided by the Company and the Company Subsidiaries as of the date hereof or (ii) on provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective Subsidiaries with compensation and benefits that, taken as a whole, have a value substantially comparable, in the aggregate, to the Covered Employees than those provided to similarly situated employees of Parent and its Subsidiaries. In addition, except as set forth in Section 6.10(a), for a period of one year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to provide Covered Employees whose employment is terminated by Parent or the Surviving Corporation with severance benefits in accordance with such employee's individual employment agreement or, in the absence of any such agreement, in accordance with the severance policy of Parent in effect from time to time. Effective not later than the Closing Date, Parent will establish a retention program for those Company employees Parent determines to seek to retain. In Parent shall have no obligation and the Company shall take no action that connectionwould have the effect of requiring Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific Person. (c) For purposes of determining eligibility to participate in, Hersha Owner and non-forfeitable rights under, but not for purposes of benefit accrual under, any employee benefit plan or arrangement of Parent or the Surviving Corporation or any of their respective Subsidiaries, Covered Employees shall receive service credit for service with the Company (and Hersha Lesseewith any predecessor or acquired entities or any other entities for which the Company granted service credit) do as if such service had been completed with Parent; provided, however, that such service need not anticipate be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (d) To the extent applicable, Parent shall or shall cause the Surviving Corporation and any of their respective Subsidiaries to waive, or use reasonable best efforts to 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 any health or welfare plan of Parent or the Surviving Corporation or any of their respective Subsidiaries (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 Company 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. Parent shall or shall cause the Surviving Corporation or the relevant Subsidiary of either to provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time and during the calendar year in which the Effective Time occurs under any Company 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) Nothing in this Section 6.10 shall confer any rights or remedies of any kind or description upon any Covered Employee or any other Person other than the Company and Parent and their respective successors and assigns or be construed as an amendment, waiver or creation of any Company Benefit Plan or Company Benefit Agreement. (f) The Company and the Company Subsidiaries shall refrain from causing any employees of the Company or the Company Subsidiaries to suffer an "employment loss" as defined in the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local law (collectively, the "WARN Act"), in the ninety-one (91) days prior to the Offer Closing, without the prior consent of Parent. Notwithstanding Section 6.8 of this Agreement, the Company and the Company Subsidiaries, as applicable, shall cooperate with and provide reasonable assistance to Parent or its agents in preparing and delivering any notices required or potentially required pursuant to the WARN Act (as determined by Parent in its sole discretion) to effectuate the termination of the employment of any employees of the Hotel employed by Hotel Manager Company or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees Subsidiaries as of the Adjustment Point and claims for benefits Effective Time in compliance with the WARN Act; provided, however, that all such notices shall indicate that the terminations of Employees incurred as employment are contingent upon the consummation of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithMerger.

Employees. Hersha Owner (a) Parent and the Purchaser shall for a period of not less than one (1) year following the Closing continue to provide or cause to be provided such plans, programs, agreements or arrangements on behalf of the employees of Company immediately prior to the Closing who remain employed with Company, Purchaser, Parent or their affiliates after the closing (the “Company Employees”), so as to provide, in the aggregate, employee benefits that are substantially equivalent to the benefits provided to other similarly situated employees of Parent or the Purchaser. (b) Parent and the Purchaser shall give (or cause to be given) the Company Employees full credit for purposes of eligibility, vesting and benefit accrual (except for purposes of benefit accrual prior to the Closing under defined benefit plans) under any employee benefit plans or arrangements maintained by Parent or the Purchaser for such Company Employees’ service with Company to the same extent recognized by Company immediately prior to the Closing. Parent and the Purchaser shall cause Hersha Lessee to) terminate (i) waive (or cause to be waived) all limitations as to preexisting conditions and waiting periods with respect to participation and coverage requirements applicable to the Management Agreement Company Employees under any welfare plan that such employees may be eligible to participate in after the Closing, other than limitations on waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing under any welfare plan maintained for the Company Employees immediately prior the Closing and (ii) provide (or cause to be provided to) each Company Employee with credit for any co-payments and deductibles paid prior to the Closing to satisfy any applicable deductible or out-of-pocket requirements under any welfare plans that certain staffing agreement such employees are eligible to participate in after the Closing to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Closing. (c) Parent or any of its affiliates shall provide each Company Employee who has been employed by Company for at least 30 days immediately prior to the “Staffing Agreement”Closing Date and whose employment is terminated during the one-year period beginning on and immediately following the Closing Date by Parent or its affiliates for reasons other than cause (as determined by Parent and its affiliates in their sole discretion consistent with Purchaser’s past practices) for with a lump-sum severance payment in an amount determined pursuant to the schedule set forth on Schedule 6.5(c), subject to such Company Employee’s execution of a release of claims that is satisfactory to Parent and its affiliates. Each Company Employee will have the limited right to ensure that a severance plan that includes the amounts in Schedule 6.5(c) is maintained by Parent or any of its affiliates, but no Company Employee will have any other rights regarding the severance plan pursuant to this Section 6.5(c). (d) No provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) this Section 6.5 shall be referred deemed to amend any Plan or any employee benefit plan or arrangement maintained by Parent or its affiliates (including Company). Except as the “Staffing Company”expressly authorized in Section 6.5(c), no provision of this Section 6.5 shall create any third-party beneficiary rights in any Company Employee or other Person (including without limitation any heir, beneficiary, executor, administrator or representative of a Company Employee or any other Person claiming through a Company Employee) or Company with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of respect to employment or any employees of the Hotel employed by Hotel Manager term or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithcondition thereof.

Employees. Hersha Owner (a) Consummation of the Merger will not, in and of itself, result in termination of employment with respect to current employees of the Company. For a period of not less than one year following the Effective Time, Purchaser shall (provide or shall cause Hersha Lessee toto be provided, to current and former employees of the Company (the “Company Employees”) terminate compensation and employee benefits in the aggregate that are not less favorable in the aggregate than those provided to Company Employees immediately before the Effective Time; provided, however, that the foregoing shall not diminish any obligation of the Surviving Company pursuant to any employment or similar agreement between the Company and any Company Employee in existence as of the Closing Date or guarantee the continued employment of any Company Employee. (b) For all purposes under the employee benefit plans of Purchaser and its affiliates providing benefits to any Company Employees after the Effective Time (the “New Plans”) other than for benefit accruals under a defined benefit plan, each Company Employee shall be credited with his or her respective years of service with the Company before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Employee Plans. In addition, and without limiting the generality of the foregoing: (i) the Management Agreement each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans; and (ii) that certain staffing agreement for purposes of each New Plan providing medical, dental, 30 Confidential Treatment Requested pharmaceutical and/or vision benefits to any Company Employee, Purchaser shall cause all pre-existing condition exclusions, waiting periods and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Company Employee Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Staffing AgreementOld Plans”) ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the provision applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Notwithstanding the preceding provisions of housekeeping servicesthis Section 6.4, as such agreement this Section 6.4 is listed on Schedule 8.2(fnot intended to and shall not (i) attached hereto create any third party rights, (and the service provider listed on Schedule 8.2(fii) shall be referred amend any employee benefit plan, program, policy or arrangement, including any New Plan, Old Plan or Company Employee Benefit Plan, (iii) subject to as the “Staffing Company”Purchaser’s obligations under Section 6.4(a), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager require Purchaser or the Staffing Surviving Corporation to continue any Company in connection Employee Plan beyond the time when it otherwise lawfully could be terminated or modified, or (iv) provide any Company Employee with any rights to continued employment, or, subject to Purchaser’s obligations under Section 6.4(a), severance pay or similar benefits following the transactions contemplated in this Agreement. Hersha Owner Closing. (and/or Hersha Lesseed) shall be responsible for and Promptly following Closing, Purchaser shall cause the timely payment of any and all liability Surviving Corporation to or respecting employees provide letters in the forms approved by the Company prior to the date hereof to each of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”employees set forth on Schedule 6.4(d), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner shall (a) To the extent permissible under the applicable provisions of the Code and ERISA, for purposes of crediting periods of service for eligibility to participate, entitlement to benefits and vesting, but not for pension benefit accrual purposes, under employee pension benefit plans (within the meaning of ERISA Section 3(2)) and employee welfare plans (within the meaning of ERISA Section 3(1) maintained by Troy or Troy Bank, as applicable (other than Troy's Employee Stock Owxxxxhip Xxxx), individuals who are employees of Catskill or any Catskill Subsidiary at the Effective Time and who become eligible to participate in such plans will be credited with periods of service with Catskill or any Catskill Subsidiary (or with any predecessor to Catskill or any Catskill Subsidiary, to the extent such service is credited for such purposes under the corresponding Plan) before the Effective Time as if such service had been with Troy or Troy Bank, as applicable. (b) If required by Troy xx writxxx delivered to Catskill not less than five business xxxs before the Closing Date, Catskill and each Catskill Subsidiary, as applicable, shall, on or before the day immediately preceding the Closing Date, terminate the Catskill Bank 401(k) Plan and any other Plan that includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k) (collectively, the "401(k) Plans") and no further contributions shall cause Hersha Lessee tobe made to any 401(k) terminate Plan after such termination. Catskill shall provide to Troy (i) certified copies of resolutions adopted by the Management Agreement Board of Direcxxxx of Catskill or such Catskill Subsidiary, as applicable, authorizing such termination and (ii) that certain staffing agreement (an executed amendment to each 401(k) Plan in form and substance reasonably satisfactory to Troy to conform the “Staffing Agreement”) plan document for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), Plan with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees all applicable rxxxxrements of the Hotel employed by Hotel Manager or Code and regulations thereunder relating to the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer tax-qualified status of such Employees as of Plan. Troy and Troy Bank will not be obligated to make any matching or other xxxloyer xxntributions to any 401(k) Plan after the Adjustment Point. Merger. (c) Promptly following the Effective DateTime, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating as a result of the Staffing Agreement and entering into a new staffing agreement for transactions contemplated hereby, the Hotel Catskill Employee Stock Ownership Plan (the “New Staffing "Catskill ESOP") will be terminated and the obligations of Troy or any of its Subsidiaries shall be limited to those actions xxxch are necessary to terminate the ESOP. Troy or its Subsidiaries, as applicable, will take commercially xxasonable actions consistent with the Catskill ESOP (i) to cause the trustee of the Catskill ESOP to repay the outstanding balance of its stock acquisition loan with the proceeds received by the Catskill ESOP hereunder with respect to unallocated shares of Catskill Common Stock and (ii) to terminate the Catskill ESOP, subject to receipt of a favorable determination letter from the IRS concerning the qualified status of the Catskill ESOP and the adoption of any amendments to the Catskill ESOP that may be necessary in order to obtain such determination letter. No employee of Catskill or any Catskill Subsidiary shall be eligible to become a participant in the Catskill ESOP after the Effective Time. (d) After the Effective Time, except to the extent that Troy or its Subsidiaries continues Plans in effect, employees xx Catskill or its Subsidiaries who become employed by Troy or any of its Subsidiaries will be eligible for employee benefixx xhat Troy or such Subsidiary, as the case may be, provides to its employees xxnerally and, except as otherwise required by 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. Troy will or will cause Troy Bank to (i) give credit to employees of Xxxxkill and its Subsxxxxries, 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 employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of Troy or Troy Bank, equal to the credit that any such employee had recxxxxd as xx the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable employee welfare benefit plans of Catskill or its Subsidiaries and to waive preexisting condition limitations to the same extent waived under the corresponding Plan. (e) After the Subsidiary Merger and the Bank Merger, Troy and each relevant Troy Subsidiary will honor, without modifixxxxon, and perform the xxxigations of Catskill and Catskill Bank under, the contracts, plans and arrangements listed in Section 6.5(e) of the Catskill Disclosure Schedule. (f) After the Effective Time, Troy and each relevant Troy Subsidiary will provide a severance benefxx xo each full-time exxxxyee of Catskill or any Catskill Subsidiary immediately before the Effective Time (other than any such employee who is a party to any written agreement relating to employment or severance described in Section 3.12(a) hereof) and whose employment is terminated involuntarily, other than for "Cause" (as defined below), and Hersha Lessee and Lessee JV agree by Troy or such Troy Subsidiary as of the Effective Time or within three xxxxhs thereaxxxx. The severance benefit shall consist of continuation of such employee's base salary or wages for a period equal to reasonably cooperate (i) two weeks multiplied by (ii) the number of full years of continuous service completed by such employee with each Catskill or any Catskill Subsidiary, up to a maximum of 26 weeks, as if such employee had continued to be employed on a full-time basis by Troy or such Troy Subsidiary during such period, subject to applicxxxx tax wixxxxlding. For purposes of this Section 6.5(f), "Cause" shall mean the employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, failure to perform stated duties, violation of any law, rule, or regulation (other in connection therewiththan traffic violations or similar offenses) or final cease-and-desist order.

Employees. Hersha Owner (a) Attached hereto as Schedule 2.26(a) is a list of employees who, immediately prior to the date of this Agreement, were either employees of the Company Group or individuals not employed by the Company Group (excluding independent contractors other than those employed by or affiliated with the Seller or any of its Affiliates and acting as independent contractors to the Company Group) but that are principally used, as defined below, to service the operations of the Company Group (such employees, the "Company Employees"), and a true and correct schedule of the current salary and wages of each such employee previously has been delivered to Purchaser. For purposes of this Section 2.26, "principally used" shall mean, with respect to any employee, if more than fifty percent (50%) of his or shall cause Hersha Lessee toher time is devoted to servicing the operations of the any Company Group member. (b) terminate Schedule 2.26(b) lists all complaints, charges, claims and litigation in connection with any Company Employees brought since January 1, 2000 or that is otherwise active. Seller previously has delivered to Purchaser true, correct and complete copies of the employee handbooks, policy manuals, affirmative action plans and other written employment practices of each Company Group member. (c) No Company Group member is delinquent in payments (excluding immaterial time delays) to any of its employees or any Company Employee for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. (d) To the Knowledge of the Seller, each Company Group Member is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers' compensation, occupational safety, plant closings and wages and hours. (e) To the Knowledge of Seller, there are no controversies pending or threatened between a Company Group Member and any of its current or former employees or otherwise with respect to any Company Employee which would reasonably be likely to result in an action, suit, proceeding, claim, arbitration or investigation before a Governmental Authority. (f) Schedule 2.26(f) identifies and Seller has delivered to Purchaser true and complete copies of (i) the Management Agreement and all severance agreements with Company Employees; (ii) that certain staffing all severance programs and policies applicable to Company Employees; (iii) all plans, programs, agreements and other arrangements with or relating to, Company Employees which contain change in control provisions; (iv) any employment or other agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithEmployee.

Employees. Hersha Owner shall (or a) During the period commencing on the Effective Time and ending on the first anniversary thereof, Parent shall cause Hersha Lessee to) terminate the Surviving Corporation to provide employees of the Company and the Company's Subsidiaries who were employees of the Company or the Company's subsidiaries immediately before the Effective Time with employee benefits that are substantially no less favorable in the aggregate than either those currently provided by the Company and the Company's Subsidiaries to such employees as of the date of this Agreement or those provided from time to time by Parent and its Subsidiaries to their other similarly situated employees; provided, however, that, during such one-year period, the benefit provided to any such employee under any tax-qualified defined benefit pension plan in which the employee participates shall be no less than that determined under the formula in effect under the Xxxxxxx Container Retirement Plan as in effect on the date hereof taking into account both (i) the Management Agreement years of service recognized for such employee under such Retirement Plan as of the Closing Date and (ii) such employee's service with Parent, the Surviving Corporation, or any Subsidiary of Parent after the Closing Date during such one-year period; provided, further, that certain staffing agreement nothing in this Section 7.3 shall restrict Parent's or the Surviving Corporation's ability to change any Benefit Plans in the future. (b) To the “Staffing Agreement”extent that any benefit would become payable in respect of consummation of the Offer under any Benefit Plan required to be disclosed in Section 4.12(m) of the Company Disclosure Schedule, the Company shall, prior to any initial acceptance for payment of Shares in the Offer, take all actions necessary: (i) to the extent it may unilaterally do so, to amend all such Benefit Plans to provide that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger; (ii) to the extent not amended under the preceding clause (i), to amend all Benefit Plans with respect to each individual listed on Section 7.3(b)(ii) of the Company Disclosure Schedule such that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger; (iii) to amend the Company's Supplemental Executive Retirement Plan and the phantom stock grants to the extent such Benefit Plans apply to any individuals not listed on Section 7.3(b)(ii) of the Company Disclosure Schedule, such that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger, but, with respect to the Supplemental Executive Retirement Plan, providing such individuals with a payment for the provision time value of housekeeping services, money in respect of the period between the Offer and the Merger using a discount rate based on U.S. treasuries with the most comparable maturities such that no benefit under that plan has been reduced (provided that nothing in this Agreement shall prohibit the Company from continuing to make periodic payments under and in accordance with the Supplemental Executive Retirement Plan to any individual listed on Section 7.3(b)(iii) of the 57 Company Disclosure Schedule who is receiving such periodic payments as of the date of this Agreement until such time as such agreement individual's benefit is listed on Schedule 8.2(fpaid out in full by reason of the consummation of the Merger); and (iv) attached hereto (to use commercially reasonable efforts to obtain the consent of each affected individual to amend the Company's Management Incentive Plan and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management each Severance Compensation Agreement (as defined hereinamended) with respect to such individual, to the extent it applies to any individuals not listed on Section 7.3(b)(ii) of the Company Disclosure Schedule, such that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger (it being understood that the failure to obtain the consent of any such beneficiary, after a good faith effort, shall not be deemed a breach of this clause (iv)). After the Appointment Date and a New Staffing Agreement prior to the Effective Date, Parent agrees not to, and to cause the Company not to, terminate the employment of any of the individuals listed in Section 7.3(b)(iv) of the Company Disclosure Schedule or any individual who consents to the amendments described in clause (as defined hereiniv) on the Closing Dateabove. In that connectionaddition, Hersha Owner the Company shall (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment individuals listed on Section 7.3(b)(v) of the Company Disclosure Schedule to agree prior to consummation of the Offer (it being understood that the failure of any such individual to execute such agreement shall not be construed as a willful breach by the Company of this covenant so long as the Company has made good faith efforts to satisfy this covenant)) to enter into an agreement to (i) modify such individuals' rights under certain employment arrangements and severance agreements of, and the Company's Supplemental Executive Retirement Plan and Supplemental Retirement Plan with respect to, each individual listed on Section 7.3(b)(v) of the Company Disclosure Schedule, to reduce, in the amounts set forth in Section 7.3(b)(v) and by an aggregate amount of at least $16,895,606, the benefits that they would be entitled to receive under such agreements and plans in respect of the Merger or in respect of the Merger in connection with another event (as such agreements or plans are amended in accordance with this Section 7.3(b)) without causing any other benefit available to such individual to be increased, and (ii) make payable at the consummation of the Merger all liability to or respecting obligations (as if the employment of all such individuals listed on Section 7.3(b)(v) of the Company Disclosure Schedule who are employees of the Hotel employed by Hotel Manager Company is terminated at such time) under such agreements and plans, as amended in accordance with this Section 7.3(b), provided that the aggregate amount of such payments does not exceed $23.3 million. (c) From and after the Effective Time, Surviving Corporation and its wholly-owned Subsidiaries, as applicable, shall honor each Benefit Plan that provides for severance (including without limitation change of control and termination agreements) in accordance with its terms (as amended in accordance 58 with subsection (b) above, if applicable); provided that nothing in this subsection (c) shall prevent Parent or the Staffing Company Surviving Corporation from causing such Benefit Plan to be amended or terminated in accordance with its terms. (collectivelyd) For purposes of any employee benefit plan or arrangement maintained by Parent, the ‘Employees”)Surviving Corporation or any Subsidiary of Parent, having accrued through Parent shall recognize (or cause to be recognized) service with the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions the Company's Subsidiaries and any predecessor entities (and any other service credited by the Company under similar benefit plans) for terminating purposes of vesting and eligibility to participate; provided that the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other retirement benefit shall be calculated as provided in connection therewithSection 7.3(a) hereof.

Employees. Hersha Owner shall (a) To the extent permissible under the applicable provisions of the Code and ERISA, for purposes of crediting periods of service for eligibility and vesting, but not for benefit accrual purposes, under employee pension benefit plans (within the meaning of ERISA Section 3(2), other than the Bridge Bank, National Association Executive Supplemental Retirement Plan (the “SERP”)) and employee welfare plans (within the meaning of ERISA Section 3(1)) maintained by WAL or WAB, as applicable, and for purposes of all vacation, paid time off and similar plans, policies, practices maintained by WAL or WAB, as applicable, and for purposes of crediting periods of service for eligibility, vesting and benefit accrual under the agreements that constitute the SERP and any severance plan, policy or practice maintained by WAL or WAB, as applicable, individuals who are employees of Bridge or any Bridge Subsidiary at the Effective Time and who become eligible to participate in such plans will be credited with periods of service with Bridge or any Bridge Subsidiary (or with any predecessor to Bridge or any Bridge Subsidiary, to the extent such service is credited for such purposes under the corresponding Plan) before the Effective Time as if such service had been with WAL or WAB, as applicable; provided, however, no such individuals will participate in any severance plan, policy or practice maintained by WAL or WAB, as applicable, until the expiration of the twelve (12) month period following the Effective Time during which time severance will be provided pursuant to Section 6.5(e) hereof. (b) Effective no later than the last day of the regularly scheduled payroll period immediately preceding the Closing Date, Bridge and each Bridge Subsidiary, as applicable, shall cause Hersha Lessee tofreeze contributions to any Code Section 401(a) plan that it sponsors or contributes to (a “401(a) Plan”). Effective no later than the day before the Closing Date, Bridge and each Bridge Subsidiary, as applicable, shall terminate any 401(a) Plan by proper Board action. Before the Closing Date, Bridge and each Bridge Subsidiary, as applicable, shall provide to WAL (i) copies of duly adopted resolutions terminating the Management Agreement 401(a) Plan, and (ii) an executed amendment to the 401(a) Plan sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder. The resolution and amendment shall be subject to the prior review and approval of WAL, which approval shall not be unreasonably withheld. At the request of the WAL, Bridge and each Bridge Subsidiary, as applicable, shall terminate any and all other 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 WAL. Effective as of the Closing Date, WAL shall have in effect or shall cause WAB to provide a defined contribution plan that certain staffing agreement is qualified under Code Section 401(a) and that includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k), in which employees of Bridge and any Bridge Subsidiary shall, within sixty (60) days of the Closing, be eligible to participate. (c) Through December 31, 2015, WAL shall or shall cause WAB to provide to all individuals who are employees of Bridge or any Bridge Subsidiary as of the Effective Time (i) salary or wage levels at least equal to the salary or wage levels to which such individuals were entitled immediately prior to the Closing Date and (ii) incentive plan opportunities at least equal to the incentive plan opportunities to which such individuals were entitled as of the date hereof. Except to the extent that WAL or its Subsidiaries continue Plans in effect or as otherwise expressly provided in this Agreement (including pursuant to the preceding sentence), employees of Bridge or any of the Bridge Subsidiaries who become employed by WAL or any of the WAL Subsidiaries will be eligible for employee benefits (including, without limitation, incentive and equity-based compensation) at least as favorable as the employee benefits that WAL or such WAL Subsidiary, as the case may be, provides to its similarly situated employees and, except as otherwise required by this Agreement, on substantially the same basis as is applicable to such similarly situated employees, provided that nothing in this Agreement shall require any duplication of benefits. If WAL or any of its Subsidiaries determines to discontinue a Plan in effect prior to December 31, 2015, then to the extent permitted under applicable Law and WAL’s group health, life insurance and disability plans, and paid time off plans, WAL will or will cause WAB to give credit to employees of Bridge and Bridge Subsidiaries, with respect to the satisfaction of 2015 plan year (x) deductibles, (y) co-payments, (z) coinsurance requirements, (aa) maximum out-of-pocket provisions and (bb) similar limitations on coverage that are applicable under such plans of WAL or WAB, equal to the credit that any such employee had received as of the Effective Time towards the satisfaction of any such limitations under the comparable plans of Bridge or Bridge Subsidiaries and to waive preexisting condition limitations, evidence of insurability requirements and waiting periods for participation and coverage to the same extent waived under the corresponding Plan. WAL shall be solely responsible for compliance with the requirements of Code Section 4980B and part 6 of subtitle B of title I of ERISA (“Staffing AgreementCOBRA”) for ), including, without limitation, the provision of housekeeping services“continuation coverage” (within the meaning of COBRA) with respect to all employees of Bridge and any Bridge Subsidiary and their spouses and dependents for whom a “qualifying event” (within the meaning of COBRA) occurs on or after the Closing Date. (d) After the Effective Time and through December 31, 2015, WAL and each relevant WAL Subsidiary will honor and perform the obligations of Bridge under the incentive contracts, plans and arrangements listed in Section 6.5(d)(1) of the Bridge Disclosure Schedule, in accordance with the terms in effect under such contracts, plans and arrangements as of the Effective Time, subject to any required regulatory approval or satisfaction of a condition in any regulatory approval necessary for such agreement is action (with WAL and each relevant WAL Subsidiary taking commercially reasonable efforts acting in good faith to obtain any such regulatory approvals and/or satisfy any such regulatory conditions). After the Effective Time, WAL and each relevant WAL Subsidiary will honor and perform the obligations of Bridge under the contracts, plans and arrangements listed in Section 6.5(d)(2) of the Bridge Disclosure Schedule, in accordance with the terms in effect under such contracts, plans and arrangements as of the Effective Time (other than any requirement of separation from service pursuant to such agreements and arrangements as are identified on Section 6.5(d)(2) of the Bridge Disclosure Schedule 8.2(f) attached hereto as providing for payment of a severance benefit), subject to any required regulatory approval or satisfaction of a condition in any regulatory approval necessary for such action (with WAL and each relevant WAL Subsidiary taking commercially reasonable efforts acting in good faith to obtain any such regulatory approvals and/or satisfy any such regulatory conditions), except to the service provider listed on Schedule 8.2(f) extent that any such agreements if permitted by the terms thereof shall be referred to as superseded or terminated at the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on Closing Date or following the Closing Date. In Except for the contracts, plans and arrangements described in the preceding sentences, the 401(a) Plan that connectionshall be terminated prior to Closing, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated as otherwise provided in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for , subject to and shall cause following the timely payment of any and all liability to or respecting employees occurrence of the Hotel employed by Hotel Manager or the Staffing Company (collectivelyEffective Time, the ‘Employees”Plans of Bridge and any Subsidiary of Bridge shall, in the sole and absolute discretion of WAL, be frozen, terminated or merged into comparable plans of WAL or any relevant Subsidiary of WAL, effective at such time as WAL shall determine in its sole and absolute discretion. (e) After the Effective Time, WAL and each relevant WAL Subsidiary will provide a severance benefit to each full-time employee of Bridge or any Bridge Subsidiary immediately before the Effective Time (except to the extent that any such employee who is a party to any written agreement relating to employment or severance described in Section 3.12(a) hereof or retention or severance plan described in Section 3.11(a) of the Bridge Disclosure Schedule is entitled to a severance benefit or retention benefit in lieu thereof) and whose employment is terminated involuntarily, other than for “Cause” (as defined below), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees WAL or such WAL Subsidiary as of the Adjustment Point Effective Time or within twelve (12) months thereafter. The severance benefit shall consist of a lump sum payment equal to such employee’s regularly scheduled base salary or base wages at the time of termination of employment for a period equal to (i) two weeks multiplied by (ii) the number of full years of continuous service completed by such employee with Bridge or any Bridge Subsidiary, up to a maximum of 15 weeks, subject to applicable tax withholding, and claims for benefits shall be the only severance benefit available to such employees. For purposes of Employees incurred as this Section 6.5(e), “Cause” shall mean the employee’s personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, failure to comply with any valid and legal directive of WAL, 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. After the Effective Time, WAL and each relevant WAL Subsidiary will honor and perform the obligations of Bridge under any written agreement relating to employment or severance described in Section 3.12(a) hereof or retention or severance plan described in Section 3.11(a) of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithBridge Disclosure Schedule.

Employees. Hersha Owner (a) Except as set forth on Schedule 6.8(a), Parent agrees to provide or cause to be provided to at least December 31, 2002 employee benefit plans, programs, arrangements and policies for the benefit of employees of the Company and its Subsidiaries that in the aggregate for all employees of the Company and its Subsidiaries as a group (and not as to any individual employee) are substantially similar to the Company Plans and no less favorable in the aggregate than those employee benefit plans, programs, arrangements and policies for the benefit of similarly situated employees of Parent and/or its Subsidiaries. In the case of benefit plans and programs under which benefits are paid or determined by reference to the value of Shares, Parent agrees that such benefits shall be paid or determined by reference to the value of shares of Parent Common Stock in an equitable manner. All service credited to each employee by the Company through the Effective Time shall be recognized by Parent and/or its Subsidiaries for all purposes, including for purposes of eligibility, vesting and benefit accruals under any employee benefit plan provided by Parent and/or its Subsidiaries for the benefit of the employees, except that no credit shall be given for benefit accruals which would require any contribution to or benefits under any or all of Parent's pension plans for periods prior to the Effective Time or would result in duplication of benefits. Without limiting the foregoing, neither Parent nor any of its Subsidiaries shall treat any Company employee as a "new" employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision under any health or other welfare plan, and will make appropriate arrangements with its insurance carrier(s), to the extent applicable, to ensure such result. (or b) Parent and the Surviving Corporation hereby agree to honor (without modification except as set forth on Schedule 6.8(b)) and assume the employment agreements, executive severance agreements and individual benefit arrangements listed on Schedule 6.8(b), all as in effect at the Effective Time. It is understood and agreed by the parties hereto that a termination of employment by an "Executive" after the Effective Time and within 36 calendar months after a "Change of Control" shall cause Hersha Lessee tomeet the standard of a "Good Reason" termination (as such terms are used and/or defined in the executive severance agreements set forth in Schedule 6.8(b)). (c) terminate Parent and the Surviving Corporation hereby agree to continue in effect the obligations under the Company's Supplemental Executive Retirement Plan and its related trust for the greater of: (i) not less than two years following the Management Agreement Effective Time and (ii) the time periods required under their respective terms; provided that certain staffing agreement the Parent's or the Surviving Corporation's obligations to accrue or credit benefits on behalf of a participant under the Company's Supplemental Executive Retirement Plan or make contributions under its related trust shall terminate in the year of the participant's death or the participant's termination of his employment with Mid-Plains, Inc. (the “Staffing Agreement”d) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (Parent and the service provider listed on Schedule 8.2(f) shall be Surviving Corporation hereby agree to continue in effect the sick pay banking policy referred to as in the “Staffing Company”)Mid- Plains, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithInc. employee handbook.

Employees. Hersha Owner shall (On or shall cause Hersha Lessee to) terminate (i) as soon as practicable following the Management Agreement and (ii) that certain staffing agreement (Closing Date, all employees of the “Staffing Agreement”) for the provision of housekeeping servicesCompany, and, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), of their respective hire dates with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement Company or NetRatings or any of their respective subsidiaries, all employees of ACN and its affiliates who are Dedicated Employees (as defined hereinin the Services Agreement) and a New Staffing Agreement (as defined herein) on who following the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any Date become employees of the Hotel employed Company or NetRatings or any of their respective subsidiaries as contemplated by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company Services Agreement (collectively, the ‘"Company Employees”"), having accrued through shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by NetRatings for the Adjustment Point, including liability for payment benefit of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees similarly situated employees as of the Adjustment Point Closing Date or such hire date, as applicable (the "NetRatings Plans"). From and claims for benefits after the Closing Date, or, with respect to Dedicated Employees, their respective hire dates with the Company or NetRatings or any of Employees incurred their respective subsidiaries, NetRatings shall, to the extent permitted by the NetRatings Plans as of the Adjustment PointClosing Date, together cause the NetRatings Plans to (i) credit the Company Employees with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as all of the Adjustment Point. Promptly following years and months of service they had been credited with under any comparable plan in which such Company Employees participated prior to the Effective DateClosing Date or hire date (as applicable), Hersha Lessee (ii) waive any pre-existing condition of the Company Employees for purposes of any employee welfare plan (within the meaning of Section 3(1) of ERISA) maintained by NetRatings to the extent such condition was covered under the applicable plan maintained by the Company, and Lessee JV shall jointly contact each Staffing (iii) recognize expenses and claims that are incurred by a Company Employee in the year in which the Closing Date or hire date (as applicable) occurs and commence discussions for terminating the Staffing Agreement and entering into were recognized by a new staffing agreement similar Company Employee Plan for the Hotel (purpose of computing deductible amounts, co-payments or other limitations on coverage under the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithNetRatings Plans.

Employees. Hersha Owner (a) Prior to the Closing Date, in accordance with the procedures set forth in Section 7.7(a) under the Disclosure Letter, the Company shall hire, on a full-time basis, the employees of the Seller's employee leasing Affiliate who are dedicated principally to the Company's operations. The Company shall provide to those identified individuals who continue to be employed by the Company or any Company Subsidiary following the Closing (or shall cause Hersha Lessee tocollectively, the "Continuing Company Employees") terminate (i) a base salary that is at least equal to such employee's base salary immediately prior to the Management Agreement and Closing, provided that, following the Closing, the Company shall not be required to provide Continuing Company Employees with stock options or other equity compensation, (ii) that certain staffing agreement the employee benefits described in Schedule 7.7(a) of the Disclosure Letter ("Purchaser Plans"). It is understood and agreed that, except as disclosed on Schedule 4.15 of the “Staffing Agreement”Disclosure Letter, neither the Company nor any Company Subsidiary sponsors or maintains any Employee Benefit Plans and that, except as provided in Schedule 7.7(d) for of the provision of housekeeping servicesDisclosure Letter and Section 7.7(e) below, neither the Company, nor any Company Subsidiary, nor the Purchaser, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination result of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement, shall have any obligation or Liability with respect to any Employee Benefit Plan after the Closing. Hersha Owner Except as expressly provided in Section 7.7(d) or Section 7.7(e), nothing in this Agreement shall be interpreted or construed to cause or obligate Purchaser to assume sponsorship of any Employee Benefit Plan or of any Liability with respect to such Employee Benefit Plan or with respect to the employment of a Continuing Company Employee or any other employee of Company prior to the Closing Date. (and/or Hersha Lesseeb) Each Continuing Company Employee's period of service and compensation history with the Company or its ERISA Affiliates before the Closing shall be counted in determining eligibility for, and the amount and vesting of, benefits under each of the Purchaser Plans except with respect to "paid time off" as to which Seller shall pay such Continuing Company Employee prior to the Closing Date pertaining to the period prior to the Closing Date. Each Continuing Company Employee who participates in a Purchaser Plan that provides health care benefits (whether or not through insurance) following the Closing shall participate in such Purchaser Plan without regard to any waiting period or any condition or exclusion based on pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors (to the extent such limitations do not apply to any Continuing Company Employee immediately prior to Closing). Each Continuing Company Employee who participates in the Xxxxxxx Xxxxx Medical Plan ("Medical Plan") following the Closing shall receive a credit toward the deductible and out-of-pocket maximum applicable under the Medical Plan in respect of any amounts paid by such employee for medical benefits during the period beginning January 1, 2004 and ending on the Closing Date that was applicable toward the deductible or out-of-pocket maximum under the similar Employee Benefit Plan that provides medical benefits. If such Employee Benefit Plan has deductible amounts or out-of-pocket maximums that must be satisfied separately for in-network expenses and out-of-network expenses, a Continuing Company Employee will be credited toward the similar applicable deductible or out-of-pocket maximum under the Medical Plan; if the deductible or out-of-pocket maximum is not satisfied separately under such Employee Benefit Plan, credit will be given toward the in-network deductible or out-of-pocket maximum under the Medical Plan. Seller shall promptly provide such information as Purchaser may request to determine the amount of any credit to be granted to the Continuing Company Employees in accordance with this Section 7.7(b). Seller shall pay Purchaser the aggregate amount of such credits for all Continuing Company Employees within sixty (60) days following the Closing Date, or at such later date as Purchaser may determine in its sole discretion. In the event that any Continuing Company Employee receives an "Eligible Rollover Distribution" (within the meaning of Section 402(c)(4) of the Internal Revenue Code) from any Employee Benefit Plan, the Company shall not unreasonably refuse to cause a Purchaser Plan in which such Continuing Company Employee participates after the Closing that is intended to constitute a qualified plan under Section 401 of the Code to accept a direct rollover of such eligible rollover distribution (including any portion of such eligible rollover distribution comprised of the outstanding balance of a loan from such Employee Benefit Plan). (c) The Company shall use its reasonable efforts to include Seller under any release of liability obtained from terminated Continuing Company Employees. (d) The Company will honor and assume all obligations under the Change in Control programs specified on Schedule 4.16(b) of the Disclosure Letter (excluding the acceleration of Executive options) with respect to Continuing Company Employees except with respect to (i) the employees identified on Schedule 7.7(d) of the Disclosure Letter, (ii) those provisions that may be waived in writing by certain of the Continuing Company Employees as part of their terms and conditions of employment with Purchaser, and (iii) any other bonus required to be paid by the Company or Seller pursuant to Section 6.2(d). (e) Purchaser shall provide coverage under a group health plan (within the meaning of Section 4980B(g)(2) of the Code) sponsored by the Purchaser, or shall cause an affiliate of Purchaser to provide coverage under a group health plan sponsored by such affiliate ('"Purchaser Group Health Plan"), to each employee or former employee of Seller or a subsidiary of Seller (i) who immediately prior to the Closing (or, in the case of a former employee, immediately prior to termination of employment) provided services for the Company (including as a leased employee), (ii) who is not employed by the Company immediately after the Closing and (iii) to whom Seller or the Company is obligated to provide continued group health plan benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) on and after the Closing Date (the "Legacy COBRA Employees"). Purchaser's obligation hereunder shall apply with respect to an individual for the period beginning on the Closing Date and ending on the last day for which such individual is eligible to receive COBRA benefits. Each individual subject to the provisions of this Section 7.7(e) shall be responsible eligible to participate in the Purchaser Group Health Plan in accordance with the terms and conditions of the Purchaser Group Health Plan otherwise applicable to COBRA beneficiaries under such Purchaser Group Health Plan. Seller shall provide to the Purchaser or the Purchaser's designated affiliate such information as the Purchaser or such affiliate may reasonably request in order to satisfy its obligations under this Section 7.7(e). Seller shall reimburse the Company or Purchaser for the total Excess Medical Costs (as defined herein) incurred by the Company or Purchaser during the applicable COBRA period for each such Legacy COBRA Employee, provided that the amount to be paid by Seller hereunder shall not exceed a total of Two Million Dollars ($2,000,000). Excess Medical Costs shall be the total amount that the Company and Purchaser pay in claims for the Legacy COBRA Employees in excess of the aggregate premiums received by the Company and Purchaser from the Legacy COBRA Employees. The Company shall cause provide the timely payment Seller with an interim accounting of any amount due under this Section 7.7(e) each quarter and all liability to or respecting employees Seller shall make such payment within thirty (30) days of receipt of the Hotel employed accounting. In addition to Seller's obligations under Section 6.21, until such date that the Company does not have any further obligation pursuant to COBRA to provide group health plan coverage to Legacy COBRA Employees, Seller shall maintain a Medical Availability Liquidity Amount (as defined herein) in an amount equal to Two Million Dollars ($2,000,000) less the aggregate amount of reimbursement payments made by Hotel Manager Seller pursuant to this Section 7.7(e) until there are ten (10) or fewer Legacy COBRA Employees, and thereafter One Million Dollars ($1,000,000) less the Staffing Company aggregate amount of reimbursement payments made by Seller pursuant to this Section 7.7(e). The Medical Availability Liquidity Amount means (collectively, a) the ‘Employees”sum of (i) the amount of cash then held in the Cash Account(s), having accrued through (ii) the Adjustment Point, including liability for payment Securities Value of all Employees’ wages, bonuses, commissionsTreasury Bonds and Investment Grade Securities, and other forms (iii) the then current amount of compensation earned by Available Credit less (b) the Required Liquidity Amount. The terms "Securities Value", "Treasury Bonds", and due and owing "Investment Grade Securities" shall have the meanings defined in Section 6.21. Notwithstanding the above, Seller may, prior to Employees as of the Adjustment Point and claims Closing, notify Purchaser that Seller shall take responsibility for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement all COBRA obligations for the Hotel (the “New Staffing Agreement”Legacy COBRA Employees, in which event Seller shall be responsible therefor and Seller shall not have any responsibility under this Section 7.7(e), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner shall (a) The Company has made available to Purchaser a true and correct list of all employees of the Company and its Subsidiaries as of January 1, 2016, along with, as of such date, position, date of hire, seniority, work location (including country of employment), compensation and benefits, classification for wage and hour purposes, accrued but unused sick, vacation or shall cause Hersha Lessee toother leave (collectively, "PTO"), notice and severance requirements in the event of termination, visa or work permit status and service credited for purposes of vesting and eligibility to participate under any benefit plan (the "Employee Census"). The employment of each officer and employee of the Company and its Subsidiaries is terminable at the will of the Company or a Subsidiary, as applicable. (b) terminate The Company has made available to Purchaser a true and correct list of all consultants and independent contractors currently performing services for the Company or its Subsidiaries as of January 1, 2016 involving payments in excess of $150,000 during the trailing 12-month period ending on the date of the Latest Balance Sheet, including, as of such date, the initial date of engagement, location, a description of the remuneration arrangements applicable to each, a description of the services provided and any termination related obligations (the "Non-Employee Service Provider Census"). (c) The Company and its Subsidiaries have, during the prior three years, complied, in all material respects, with all applicable Laws and its own policies and practices relating to labor and employment matters, including fair employment practices, equal employment opportunity, terms and conditions of employment, consultation with employees, immigration, wages, hours, the classification and use of independent contractors, social contributions and Taxes, compensation and benefits, workers' compensation, classification, employee leaves, data protection, privacy, occupational safety and health, collective or mass layoffs and plant closings. Neither the Company nor its Subsidiaries has (i) taken any action during the Management Agreement and prior three years requiring notice to employees under the Worker Adjustment Retraining Notification Act of 1988, as amended (the "WARN Act"), or any similar state, local or foreign Law without complying with such Laws or (ii) incurred any liability under the WARN Act or any similar state, local or foreign Laws that certain staffing agreement remains unsatisfied. (d) (i) There is no labor strike, labor dispute, slowdown, stoppage or lockout pending or, to the “Staffing Company's Knowledge, threatened against the Company or its Subsidiaries, nor has there been any such action or event during the three years prior to the date of this Agreement”, (ii) the Company and its Subsidiaries are not a party to, bound by or in the process of negotiating any labor, collective bargaining, works council or similar agreement, (iii) there are no unfair labor practices, material actions or material grievances relating to any current or former employee or the classification and use of independent contractors of the Company or its Subsidiaries (relating to their services for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), or relationship with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined hereinCompany or its Subsidiaries) and a New Staffing Agreement (as defined hereiniv) on none of the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed Company or its Subsidiaries is or has been since the Prior Acquisition Date represented by Hotel Manager any labor union, works council or the Staffing Company in connection similar organization with respect to their employment with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause Company or its Subsidiaries and, to the timely payment Company's Knowledge, there are not, as of the date hereof, any and all liability union organizing activities with respect to or respecting employees of the Hotel employed by Hotel Manager Company or its Subsidiaries. (e) As of the date hereof, to the Company's Knowledge, no executive officer or other key employee of the Company or its Subsidiaries (i) is subject to any non-compete, non-solicitation, non-disclosure, confidentiality, employment, consulting or similar agreement with any other person affecting or in conflict with the present and proposed business activities of the Company and its Subsidiaries, (ii) is in violation of any common law nondisclosure obligation or fiduciary duty relating to the ability of such individual to work for the Company or its Subsidiaries or the Staffing use of trade secrets and proprietary information or (iii) intends to terminate his or her employment with the Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithor its Subsidiaries.

Employees. Hersha Owner (a) Buyer agrees to continue (or cause its Affiliate to continue) at the Closing the employment of each Employee set forth on Schedule 5.16(a) of the Disclosure Schedule hereof that remains employed by the Company immediately prior to the Closing (the “DSS Employees”). (b) Except as may be requested by Buyer, all Company Benefit Plans or the Company’s participation therein, as applicable, shall be terminated as of immediately prior to the Closing, including without limitation, the termination of the Company’s participation in the Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, effective as of no later than the day prior to the Closing. Notwithstanding the foregoing, Buyer will assume the assets and liabilities of the Denali Sourcing Services, Inc. Employee Benefit Plan, which includes medical, vision, prescription, dental, short and long term disability, life insurance, flexible spending, and transportation benefits (pursuant to Section 132(f) of the Code), provided, however, that Company Holders will remain liable for (and indemnify and hold harmless Buyer from) any and all Claims and expenses arising under any Company Benefit Plan to the extent accrued but unpaid as of the Closing; and provided further that Buyer and Sellers agree to conduct a true-up with respect to flexible spending and transportation benefits at the end of the plan year that includes the Closing such that any surplus or shortfall of participant contributions in relation to participant reimbursements shall be allocated in good faith among Buyer and Sellers. (c) As soon as administratively practicable after the Closing Date, Buyer shall (or shall cause Hersha Lessee its Affiliate to) terminate permit DSS Employees to participate in the 401(k) plan of Buyer and its Affiliates generally available to similarly situated employees of Buyer and its Affiliates, in accordance with the terms of the applicable Plan, provided that the DSS Employee continues to be employed by Buyer or one of its Affiliates. (id) Prior to the Management Agreement Closing, the Company Holders shall cause the DSS Employees to become fully vested in their account under the Buyer 401(k) Plan. Following the Closing, for purposes of participation and eligibility in Buyer’s Company Benefit Plans, DSS Employees will receive prior vesting credit, to the extent permitted by Law. (iie) The Company Holders and Buyer shall cooperate to take whatever reasonable steps are necessary to effect the distribution and direct rollover to Buyer’s or its Affiliate’s qualified retirement plan that certain staffing agreement includes a cash or deferred arrangement under Section 401(k) of the Code (“Buyer 401(k) Plan”) of the account balance of each DSS Employee, if eligible in the Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Staffing AgreementCompany 401(k) Plan”) for as soon as administratively practicable following the provision Closing Date and after such DSS Employee elects such a distribution and direct rollover, in accordance with and to the extent permitted by the terms of housekeeping servicesthe Company 401(k) Plan, as Buyer 401(k) Plan and applicable Law. (f) Following the Closing Date, Buyer shall provide Eligible Persons and their eligible dependents with COBRA coverage under Sellers’ medical benefit plans (that is, once such agreement is listed on Schedule 8.2(fplans are assumed by Buyer pursuant to Section 5.16(b) attached hereto (and above) to the service provider listed on Schedule 8.2(f) shall be referred extent such individuals were enrolled in COBRA coverage under a Company Benefit Plan prior to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connectionFor purposes of this Section 5.16(f), Hersha Owner (“Eligible Persons” means the Employees receiving or entitled to receive health benefits as of the Closing Date and Hersha Lessee) do not anticipate the termination of any former employees of the Hotel employed by Hotel Manager Company receiving or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability entitled to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees receive COBRA coverage as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Closing Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) For a period of one (1) year following the Offer Closing, Parent shall (or shall cause Hersha Lessee to) terminate the Surviving Corporation to either (i) provide the Management Agreement employees of the Company and the Company Subsidiaries who are employed immediately prior to the Effective Time (the "Covered Employees") who remain employed during such period by Parent, the Surviving Corporation or any of their respective Subsidiaries with compensation (excluding equity based compensation) that, taken as a whole, has a value not materially less, in the aggregate, than the compensation provided by the Company and the Company Subsidiaries to such employees as of the date hereof or (ii) that certain staffing agreement provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the “Staffing Agreement”Surviving Corporation or their respective Subsidiaries with compensation (excluding equity based compensation) for that, taken as a whole, has a value not materially less, in the provision aggregate, than the compensation provided to similarly situated employees of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (Parent and the service provider listed on Schedule 8.2(f) shall be referred its Subsidiaries from time to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Datetime. In that connectionaddition, Hersha Owner for a period of one (and Hersha Lessee1) do not anticipate year following the termination of any employees of the Hotel employed by Hotel Manager Offer Closing, Parent shall or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment Surviving Corporation provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective Subsidiaries with benefits that, taken as a whole, have a value not materially less, in the aggregate, than the benefits provided to similarly situated employees of Parent and its Subsidiaries from time to time. (b) For a period of one (1) year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to provide Covered Employees whose employment is terminated by Parent or the Surviving Corporation with severance benefits in accordance with such employee's individual compensatory agreement, if any, or, in the absence of any and all liability to or respecting employees such agreement, in accordance with the Company's severance policy in effect on the date hereof as set forth in Section 6.16 of the Hotel employed by Hotel Manager Company Disclosure Letter. Parent shall have no obligation and the Company shall take no action that would have the effect of requiring Parent or the Staffing Surviving Corporation to continue any specific plans (except with respect to existing individual compensatory agreements) or to continue the employment of any specific Person. (c) For purposes of determining eligibility to participate in, and non-forfeitable rights under any employee benefit plan or arrangement of Parent or the Surviving Corporation or any of their respective Subsidiaries (including for purposes of vacation eligibility), but not for purposes of benefit accrual under any defined benefit pension plan of Parent or any of its Subsidiaries, Covered Employees shall receive service credit for service with the Company (collectivelyand with any predecessor or acquired entities or any other entities for which the Company granted service credit) as if such service had been completed with Parent; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. (d) To the extent applicable, Parent shall or shall cause the Surviving Corporation and any of their respective Subsidiaries to waive, or use reasonable best efforts to 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 any health or welfare plan of Parent or the Surviving Corporation or any of their respective Subsidiaries (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 Company 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. Parent shall or shall cause the Surviving Corporation or the relevant Subsidiary of either to provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time and during the calendar year in which the Effective Time occurs under any Company 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) Nothing in this Section 6.16 shall (i) confer any rights or remedies of any kind or description upon any Covered Employee or any other Person other than the Company and Parent and their respective successors and assigns, (ii) be construed as an amendment, waiver or creation of or limitation on the ability to terminate any Company Benefit Plan or Company Benefit Agreement or benefit plan or agreement of Parent or (iii) limit the ability of the Parent, the ‘Employees”)Company, having accrued through the Adjustment Point, including liability for payment Surviving Corporation or any of all Employees’ wages, bonuses, commissions, and other forms their respective Subsidiaries to terminate the employment of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithCovered Employee at any time.

Employees. Hersha Owner (a) As of the Effective Time, Sellers shall terminate all employees of Sellers in connection with the Business (except for those employees listed on Schedule 9.1(a)) and, as of the Effective Time, Portage Hospital, LLC or an affiliate thereof (either being the “Employer”) shall cause Hersha Lessee tooffer employment to all such employees of Sellers who also are active employees on an at- will basis (or, in accordance with the terms of any applicable Collective Bargaining Agreement) terminate and subject to Employer’s customary employee screening and employment practices, policies and procedures, except with respect to the employed physicians, whose contracts shall be assumed (and continued for a period of at least one year following Closing) by either the Joint Venture, or, at the Joint Venture’s election, by Portage Physician Practices, Inc., a Michigan nonprofit corporation (the “Physician Employer”), subject to customary employee screening and employment practices, policies and procedures and compliance with Legal Requirements. In addition, as of the Effective Time, with respect to any existing employment agreement between Sellers and their respective officers, the Employer shall either: (i) assume the Management Agreement existing agreement; or (ii) enter into a new employment agreement between the Employer and the employee; provided, however, in either case, the employee shall consent to the assumption or new agreement provided , however, that the employment of such corporate officers pursuant to the assumption of such employment agreements or new employment agreements shall be subject to Employer’s customary employee screening and employment practices, policies and procedures. All currently represented bargaining unit employees of Sellers will likewise be offered employment, subject to Employer’s same customary employee screening process referenced above. Bargaining unit employees who successfully complete such screening process will be offered employment under the terms and conditions of employment outlined within the Collective Bargaining Agreements. Such offers shall be for positions and at wages equivalent to those enjoyed by such persons immediately prior to Closing. All such offers of employment described herein will include the opportunity to participate in employee benefit plans provided by Employer or Physician Employer or their affiliates to employees at similar hospitals owned or operated by affiliates of LifePoint Sub, including those benefits set forth on Schedule 9.1(a), subject to the requirements of any Collective Bargaining Agreements. Following the Closing, Employer and Physician Employer shall take the following actions, to the extent permitted by applicable plans and Legal Requirements: (i) waive any limitations regarding waiting periods and pre-existing conditions and (ii) that certain staffing agreement for purposes of determining eligibility and vesting under any benefit plan of Employer, Physician Employer or their affiliates (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing CompanyEmployer Plans”), recognize the seniority and service credit of the Employees with Sellers. The term “Employee” as used in this Agreement shall mean all employees of Sellers who commence employment with the understanding Employer as of the Effective Time. (b) Sellers shall continue to provide benefit accruals and coverages under the Benefit Plans and shall make all contributions, or where appropriate permit participants to make contributions, sufficient to fund accruals or sustain coverages in the Benefit Plans through the Effective Time, in each instance, consistent with Sellers’ past practices and the terms of the respective Benefit Plans. (c) Following the Effective Time, Sellers shall provide continuation coverage (within the meaning of COBRA) to Employees (and their dependents) for qualifying events occurring prior to and as of the Effective Time, and shall be solely responsible for the costs of such coverage. Notwithstanding the foregoing, alternatively, at the election of Sellers, Sellers may provide Employer thirty (30) days’ written notice prior to Closing that Lessee JV it will not provide such coverage, in which case, Employer shall simultaneously enter into offer continuation coverage (within the New meaning of COBRA) to Employees (and their dependents) for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9 as a result of the transactions contemplated by this Agreement with respect to any group health plan of Sellers; provided, however that in no event shall this subsection (c) be construed to impose any obligation on Employer or Physician Employer to provide health benefits in excess of those required under Section 4980B of the Code and the regulations thereunder with respect to such M&A qualified beneficiaries. If Employer provides continuation coverage (within the meaning of COBRA) under the terms of this subsection (c), within fifteen (15) days after Sellers’ receipt of any invoice from Employer or Physician Employer, Sellers shall reimburse Employer or Physician Employer, as applicable, for the payment of medical and dental claims with respect to any M&A qualified beneficiary to the extent that such payments made by or on behalf of Employer or Physician Employer following the Effective Time for any calendar year for such M&A qualified beneficiary’s claims exceed the premiums received by Employer or Physician Employer for such calendar year after the Effective Time, subject to any stop loss policy maintained with respect to such coverage. (d) Prior to, as of and following the Effective Time, Sellers and the Benefit Plans will remain responsible for benefits under the Benefit Plans, and none of LifePoint Sub, the Joint Venture, Employer or Physician Employer shall become responsible to maintain the Benefit Plans. (e) It is anticipated that following the Effective Time, Employer and Physician Employer will provide the Employees to the Joint Venture, whether pursuant to the Management Agreement (as defined herein) and or otherwise for a New Staffing Agreement (as defined herein) on fee equal to the Closing Date. In that connectionaggregate costs incurred by LifePoint Sub, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager Employer or the Staffing Company Physician Employer in connection with such employment. (f) Notwithstanding the transactions contemplated foregoing, in all events, including the funding, operation, management, participation, vesting, termination, amendment or modification of the Employer Plans, the rights and benefits of the Employees shall be governed solely by the terms of the Employer Plans. Nothing in this Agreement. Hersha Owner Agreement shall (and/or Hersha Lesseei) shall be responsible for and shall cause deemed to amend or modify any Employer Plan, or (ii) require Employer or Physician Employer to maintain the timely payment of Employer Plans, or (iii) prohibit Employer or Physician Employer from terminating, amending or modifying any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectivelyEmployer Plan as Employer, the ‘Employees”)in its sole discretion, having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithmay deem advisable.

Employees. Hersha Owner (a) Effective as of the Closing, the Company shall (or cease to be a participating employer under any of the Seller Employee Benefit Plans, in accordance with the terms thereof, and the Purchaser shall, and shall cause Hersha Lessee the Company to, cooperate with the Seller and take all actions as are reasonably requested by the Seller to effect such cessation of participation. (b) terminate (i) The Purchaser shall take and cause the Management Agreement Company to take, all such actions as are necessary to cause the Retained Employees to be covered as of the Closing under the Purchaser's employee benefit plans, programs, policies and (ii) that certain staffing agreement arrangements maintained by the Purchaser for the benefit of similarly situated employees of the Purchaser (the “Staffing Agreement”) for "PURCHASER EMPLOYEE BENEFIT PLANS"); provided that the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) Purchaser shall use commercially reasonable efforts to provide that any otherwise applicable waiting periods or time or service-based eligibility requirements or exclusions shall be referred waived with respect to as such coverage. (c) The Purchaser shall indemnify and hold harmless the “Staffing Company”)Seller with respect to all liabilities and obligations whatsoever in connection with claims made by or on behalf of the Retained Employees relating to the failure of the Company to make payments pursuant to the terms of the Individual Employee Benefit Arrangements and claims made by or on behalf of the Retained Employees relating to severance pay, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) salary continuation, group health care continuation coverage and a New Staffing Agreement (as defined herein) similar obligations relating to any termination or alleged termination of employment or coverage on or after the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees whether by reason of the Hotel employed by Hotel Manager or the Staffing Company in connection with consummation of the transactions contemplated in this Agreement. Hersha Owner Agreement or otherwise. (and/or Hersha Lesseed) shall be responsible The Purchaser agrees to assume responsibility for giving, or causing the Company to give, all notices required by the U.S. Worker Adjustment and shall cause Retraining Notification Act of 1988, as amended ("WARN Act"), or any similar state law or regulation, to assume liability for any alleged failure to give any such notice, and to indemnify and hold harmless the timely payment of Seller and its Affiliates with respect to any and all liability claims asserted under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" with respect to the Company occurring on or respecting employees after the Closing Date. For purposes of this Agreement, the Closing Date shall be the "effective date" for purposes of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithWARN Act.

Employees. Hersha Owner 7.3.1. Except as set forth in this Section 7.3.1, Charter may, but shall (or shall cause Hersha Lessee to) terminate have no obligation to (i) in the Management Agreement case of IPWT, employ or offer employment to any employee of IPWT's Cable Business and (ii) that certain staffing in the case of RMG, cause RMG to retain any employee. Within thirty (30) days after the date of execution of this Agreement, IPWT shall, and shall cause RMG to, provide to Charter a list of all employees of the Systems and any other employees of RMG (other than those related to the Brentwood Systems) (collectively the "System Employees") as of a recent date, showing the original hire date, the then-current positions and rates of compensation and whether the employee is subject to an employment agreement, a collective bargaining agreement or represented by a labor organization. Within sixty (60) days after the “Staffing Agreement”date of execution of this Agreement (but in no event less than thirty (30) for days after receipt of such list), or such other date as the provision Parties may agree, Charter will provide to IPWT in writing a list of housekeeping servicesthe System Employees Charter or its Affiliates will employ following the Closing, subject only to the evaluations permitted by this Section. IPWT agrees, and shall cause its appropriate Affiliates, to cooperate in all reasonable respects with Charter to allow Charter or its Affiliates to evaluate the System Employees to make hiring decisions. In this regard, Charter shall have the opportunity to make such appropriate prehire investigation of each of the System Employees, as it deems necessary, including, subject to obtaining the consent of such agreement is listed on Schedule 8.2(f) attached hereto (System Employee, the right to review personnel files and conduct background checks and the service provider listed on Schedule 8.2(fright to interview such employees during normal working hours so long as such interviews are conducted after notice to IPWT, IPSE or RMG, as appropriate, and do not unreasonably interfere with IPWT's, IPSE's or RMG's operations. IPWT will, and will cause IPSE and RMG to, use its good faith efforts to obtain the consent of each of its System Employees to allow Charter to review personnel files and to conduct background checks in connection with the foregoing. Charter or its Affiliates may, if it wishes, condition any offer of employment upon the employee's passing a pre-placement physical examination (including drug screening test) and the completion of a satisfactory background check. Charter shall be referred to bear the expense of such examination but IPWT shall, and shall cause IPSE and RMG to, upon reasonable notice, cooperate in the scheduling of such examinations so long as the “Staffing Company”examinations do not unreasonably interfere with IPWT's, IPSE's or RMG's operations. RMG shall terminate, as of the Closing Date, any RMG employee which Charter (or, with respect to the Brentwood Systems, IP-I or its Affiliates) has determined not to retain. As of the Closing Date, Charter shall have no obligation to IPWT, IPSE or RMG or their Affiliates, or to IPWT's, IPSE's or RMG's employees, with regard to any employee it has determined not to hire or retain, as the case may be, and IPWT and IPSE shall indemnify and hold Charter and RMG harmless (pursuant to the Common Agreement) with respect to any Losses incurred by RMG, Charter or its Affiliates with respect to employees terminated pursuant to the preceding sentence. Notwithstanding any of the foregoing, Charter agrees not to solicit for employment, without the written consent of IPWT, IPSE or RMG, as appropriate, any employee of IPWT, IPSE or RMG whose position is System manager or higher. 7.3.2. To the extent not included in the calculation of the Base Value or the Adjusted Value in accordance with the terms of the Common Agreement, IPWT will, and will cause IPSE and RMG to, pay to all of their respective Systems Employees all compensation, including salaries, commissions, bonuses, deferred compensation, severance (to the extent applicable), with insurance, vacation (except for accrued vacation time (not to exceed four weeks) and sick time (not to exceed ten (10) days) included in the understanding that Lessee JV shall simultaneously enter into calculation of the New Management Agreement Adjusted Value, and other compensation or benefits to which they are entitled for periods prior to the Closing, including all amounts, if any, payable on account of the termination of their employment. 7.3.3. IPWT or its appropriate Affiliates, will be responsible for maintenance and distribution of benefits accrued under any employee benefit plan (as defined hereinin ERISA) maintained by 38 XXXX, XXXX, XXX, xx its appropriate Affiliate, pursuant to the provisions of such plan and any Legal Requirements. Charter will not assume any obligation or liability for any such accrued benefits or any fiduciary or administrative responsibility to account for or dispose of any such accrued benefits under any employee benefit plans maintained by IPWT, IPSE, RMG or any of their Affiliates. In the event that IPWT determines that the transactions contemplated by this Agreement will not permit a New Staffing Agreement distribution to be made to a Hired Employee (as defined hereinbelow) from IPWT's or IPSE's tax qualified plan in accordance with Section 401(k)(10) of the Code then Charter may accept a plan-to-plan transfer of Hired Employees' plan benefits to its own tax qualified plan. If there is no plan-to-plan transfer, in order to permit IPWT or IPSE or their appropriate Affiliates to make distributions to any former System Employee of IPWT or IPSE who becomes a Hired Employee of Charter of the balance of such employee's 401(k) account in IPWT's or IPSE's or their Affiliate's tax qualified plan, if any, as soon as legally permitted, Charter shall notify IPWT of the date of termination of such employee's employment with Charter for any reason. 7.3.4. To the extent not included in the calculation of the Base Value or the Adjusted Value in accordance with the terms of the Common Agreement, all claims and obligations under, pursuant to or in connection with any welfare, medical, insurance, disability or other employee benefit plans of IPWT, RMG or any of their Affiliates or arising under any Legal Requirement affecting employees of IPWT, RMG or any of their Affiliates incurred on or before the Closing Date or resulting from or arising from events or occurrences occurring or commencing on or before the Closing Date will remain the responsibility of IPWT or its appropriate Affiliate (other than RMG), whether or not such employees are hired by Charter as of or after the Closing. Charter will not have or assume any obligation or liability under or in connection with any such plan of IPWT, RMG or any Affiliate of IPWT or RMG, as appropriate. 7.3.5. To the extent not included in the calculation of the Base Value or the Adjusted Value in accordance with the terms of the Common Agreement, IPWT and IPSE will remain solely responsible for all indemnities in the Common Agreement, and all salaries and all severance, vacation (except for accrued vacation time and sick time included in the calculation of the Adjusted Value), medical, holiday, continuation coverage and other compensation or benefits to which the employees of IPWT, IPSE, RMG or their Affiliates may be entitled, whether or not such employees may be hired by Charter, IP-I or any Affiliate of Charter, as a result of their employment by IPWT, IPSE or RMG, or any Affiliate of IPWT, IPSE or RMG, as appropriate, on or prior to the Closing Date, the termination of their employment on or prior to the Closing Date, the consummation of the transactions contemplated hereby or pursuant to any applicable Legal Requirement or otherwise relating to their employment prior to the Closing Date. In that connectionAny liability under WARN with regard to any employee terminated on or prior to the Closing Date, Hersha Owner or not hired by Charter or retained by RMG on or after the Closing Date, shall, as a matter of contract between the parties, be the responsibility of IPWT, IPSE or their Affiliates (other than RMG) to the extent not included in the calculation of the Base Value or the Adjusted Value in accordance with the terms of the Common Agreement,. Charter and Hersha Lesseeits Affiliates shall cooperate with IPWT, IPSE, RMG and their Affiliates, if requested, in the giving of WARN notices. 39 7.3.6. Notwithstanding anything to the contrary herein, Charter shall (or, following the Closing, shall cause RMG to): (a) do not anticipate credit each System Employee who is offered on or prior to the termination Closing employment by Charter and becomes an employee of any Charter after the Closing Date or who remains a System Employee of RMG after the Closing Date (a "Hired Employee") the amount of vacation time (to a maximum of four (4) weeks) and sick time (to a maximum of ten (10) days) accrued by him or her as a System Employee of IPWT, RMG or IPSE, as appropriate, through and including the Closing Date to the extent the Adjusted Value is decreased pursuant to Section 2.2(c) of the Common Agreement in the case of System Employees who become employees of Charter or its Affiliates or RMG; provided, however, that if any Hired Employee has accrued vacation time and/or sick time in excess of four (4) weeks or ten (10) days, respectively, then IPWT shall pay to such employee the Hotel employed by Hotel Manager amount of such excess and neither Charter nor RMG shall assume any liability or obligation in respect of such excess; (b) permit each Hired Employee to participate in Charter's employee benefit plans to the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting same extent as similarly situated employees of the Hotel employed by Hotel Manager Charter and their dependents are permitted to participate; (c) give each Hired Employee credit for such employee's past service with IPWT, IPSE or the Staffing Company (collectivelyRMG, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissionsas appropriate, and other forms of compensation earned by and due and owing to Employees their Affiliates as of the Adjustment Point Closing Date (including past service with any prior owner or operator of the Systems or the Cable Business) for purposes of eligibility and claims vesting under Charter's employee benefit and other plans to the same extent as other similarly situated employees of Charter; (d) not subject any Hired Employee to any waiting periods or limitations on benefits for benefits pre-existing conditions under Charter's employee benefit plans, including any group health and disability plans, except to the extent such employees were subject to such limitations under the employee benefit plans of Employees incurred IPWT, IPSE, RMG or any of their Affiliates; and (e) credit each Hired Employee under any group health plan for any deductible amount previously met by such Hired Employee as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from Closing Date under any employer of such Employees as of the Adjustment Pointgroup health plans of IPWT, IPSE, RMG or any of their Affiliates. 7.3.7. Promptly following If Charter or RMG discharges any Hired Employee without cause within one hundred twenty (120) days after Closing, then Charter shall pay severance benefits to such Hired Employee in accordance with IPWT's, IPSE's or RMG's severance benefit plan, as the Effective Datecase may be. For purposes of this Section 7.3.7, Hersha Lessee and Lessee JV "cause" shall jointly contact each Staffing Company and commence discussions for terminating have the Staffing Agreement and entering into a new staffing agreement for meaning set forth in Charter's employment policies, procedures or agreements applicable to Charter's employees who are situated similarly to the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithdischarged Hired Employee.

Employees. Hersha Owner (a) Throughout the term of this Agreement, subject to the provisions of subsection (c) below, the Company shall (or shall cause Hersha Lessee to) terminate have the exclusive right to determine: (i) the Management Agreement employment and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability Employees; (ii) the nature and scope of each Employee's employment, including, without limitation, training, location of employment, and the procedures for completing relevant work assignments; (iii) the number of stock options with respect to or respecting shares of the common stock of the Company (the "Options"), if any, the Company will grant to the Employees and the date and conditions upon which any such Options will vest; and (iv) the compensation to be paid to each Employee. (b) Throughout the term of this Agreement, the Company shall permit the Employees to participate in the Company's employee benefit plans, if any, on the same basis as other comparable employees of the Hotel employed by Hotel Manager Company. (c) Notwithstanding the provisions of subsection (a), above, to the contrary, Lessor shall have the non-exclusive right, upon prior written approval of the Company which such approval shall not be unreasaonably withheld, to take such actions and made such determinations as set forth in subsections (a)(i) and (a)(ii) above. (i) Lessor shall protect, indemnify and hold harmless Company and any of its successors or the Staffing Company assigns with respect to this Agreement (collectively, the ‘Employees”"Company Indemnitees" and, individually, a "Company Indemnitee") for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney's fees and expenses) imposed upon, incurred by or asserted against any Company Indemnitee resulting from, either directly or indirectly, any claims by an Employee arising through the termination, release or similar action with respect to such Employee, whether with or without cause, which such action was made at the direction of Lessor. Upon notice from Company and any other of the Company Indemnitees, Lessor shall undertake the defense (with counsel reasonably acceptable to Company), having accrued at Lessor's sole cost and expense, of any indemnification duties set forth herein. Lessor shall, upon demand, pay to Company any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) incurred by Company and arising under this Section, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to Lessor until paid by Lessor to Company. The provisions of this Section shall survive the expiration or sooner termination of this Agreement. (ii) Company shall protect, indemnify and hold harmless Lessor and any of its successors or assigns with respect to this Agreement (collectively, the "Lessor Indemnitees" and, individually, an "Lessor Indemnitee") for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney's fees and expenses) imposed upon, incurred by or asserted against any Lessor Indemnitee resulting from, either directly or indirectly, any claims by an Employee arising through the Adjustment Pointtermination, including liability for payment release or similar action with respect to such Employee, whether with or without cause, which such action was made at the direction of all Employees’ wages, bonuses, commissions, Company. Upon notice from Lessor and any other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of Lessor Indemnitees, Company shall undertake the Adjustment Point, together defense (with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”counsel reasonably acceptable to Lessor), at Company's sole cost and Hersha Lessee expense, of any indemnification duties set forth herein. Company shall, upon demand, pay to Lessor any cost, expense, loss or damage (including, without limitation, reasonable attorneys' fees) incurred by Lessor and Lessee JV agree arising under this Section, which amounts shall bear interest from the date ten (10) days after written demand therefor is given to reasonably cooperate with each other in connection therewithCompany until paid by Company to Lessor. The provisions of this Section shall survive the expiration or sooner termination of this Agreement.

Employees. Hersha Owner shall (1) To the extent that ZO Japan’s discussions with Target Employees regarding potential employment or retention by ZO Japan have not concluded prior to the First Closing, Cutera shall, and shall cause Hersha Lessee their Affiliates to, continue to make such Target Employees available to ZO Japan to discuss the potential employment or retention of the Target Employees by ZO Japan as promptly as possible after the First Closing Date, and cooperate with ZO Japan in hiring or retaining the Transferring Employees. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB (3) terminate Cutera hereby fully releases (iand shall cause their Affiliates to fully release) the Management Agreement Transferring Employees from any notice periods, non- competition obligations and all other employment obligations with Cutera or their Affiliates under any existing employment agreements or service contracts between the Transferring Employees and Cutera or their Affiliates, or internal work rules and regulations or any other document or agreement applicable to such Transferring Employees. The Parties acknowledge that the Transferring Employees will continue to work for Cutera or their Affiliates until the First Closing Date or until as soon as possible after the First Closing Date when the Transferring Employees can be fully transitioned to a direct employment or service relationship with ZO Japan, and will commence working for ZO Japan on and from the First Closing Date or on or from that date as soon as possible after the First Closing Date when the Transferring Employees can be fully transitioned to a direct employment or service relationship with ZO Japan. (ii4) that certain staffing agreement (Cutera shall, and shall cause its Affiliates to, cooperate with ZO Japan in transferring the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees mobile phone numbers of the Hotel employed Transferring Employees to their respective mobile phones to be issued by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) ZO Japan; provided, however, ZO Japan shall be responsible for providing the Transferring Employees with all equipment and resources necessary to fulfill their employment obligations with ZO Japan, including providing the Transferring Employees with computers and mobile phones. (5) Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall cause be construed as imposing any obligation on ZO or their Affiliates to hire or engage the timely payment services of any employees or contractors of Cutera or their Affiliates, including the Target Employees; provided, however ZO and all liability its Affiliates will use commercially reasonable efforts to or respecting employees hire the Target Employees. In furtherance and not in limitation of the Hotel employed foregoing, ZO shall have no obligation to offer employment terms and conditions that are requested by Hotel Manager any Person in order to retain a Target Employee (even if such term or condition is currently being offered by Cutera or any of their Affiliates to a Target Employee) or convert a person from the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment status of all Employees’ wages, bonuses, commissionsa contractor to a full-time employee. Cutera acknowledges and agrees that any Target Employees not hired or engaged by ZO, and other forms of compensation earned any obligations that Cutera and their Affiliates have to a Transferring Employee by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer nature of such Employees as Transferring Employee’s voluntary resignation from Cutera or their Affiliates, shall remain the full responsibility of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee Cutera and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewiththeir Affiliates.

Employees. Hersha Owner (a) During the one-year period commencing at the Effective Time, Parent shall (provide or shall cause Hersha Lessee tothe Surviving Corporation to provide to employees of the Company or any of its Subsidiaries who continue in employment with the Surviving Corporation following the Effective Time (“Company Employees”) terminate compensation and benefits that are at least substantially comparable in the aggregate to the compensation and benefits provided to the Company Employees immediately prior to the Effective Time; provided that no equity-based or change-of-control or other special or non-recurring compensation or benefits provided to the Company Employees immediately prior to the Effective Time shall be taken into account in determining whether compensation and benefits are substantially comparable in the aggregate. (b) For purposes of eligibility and vesting under any benefit plans of Parent and its affiliates (other than the Surviving Corporation and its Subsidiaries) providing benefits to any Company Employees after the Closing (the “New Plans”), and for purposes of accrual of vacation and other paid time off and severance benefits under the New Plans, each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries (and any additional service with any predecessor employer) before the Closing, to the same extent as such Company Employee was entitled, immediately before the Closing, to credit for such service under any similar Benefit Plan, except to the extent that such crediting would result in duplication of benefits for the same period of service. In addition, Parent shall use commercially reasonable efforts to provide that (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any New Plan to the Management Agreement and extent coverage under such New Plan replaces coverage under a comparable Benefit Plan in which such Company Employee participated immediately before the replacement; (ii) that certain staffing agreement for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan shall be waived for such employee and his or her covered dependents to the extent such exclusions or requirements were satisfied or waived under the comparable Benefit Plan immediately prior to the Closing; and (iii) any eligible expenses incurred by any Company Employee and his or her covered dependents under any Benefit Plan during the “Staffing Agreement”) portion of the plan year of such Benefit Plan ending on the date such employee’s participation in the corresponding New Plan begins shall be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the provision applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Nothing in this Agreement shall restrict the right of housekeeping services, as such agreement is listed on Schedule 8.2(fParent or any of its affiliates (including the Surviving Corporation and its Subsidiaries) attached hereto (and to terminate the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on employment of any employee after the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate The provisions of this Section 5.9 are solely for the termination of any employees benefit of the Hotel employed by Hotel Manager parties to this Agreement, and no employee or former employee or any other individual associated therewith or any employee benefit plan or trustee thereof shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any employee benefit plan for any purpose. In addition, nothing in this Agreement shall be construed to create any right to any particular term or condition of employment or limit the Staffing Company right of Parent or any of its affiliates (including the Surviving Corporation) to amend or terminate any employee benefit plan in connection accordance with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithterms thereof.

Employees. Hersha Owner shall (a) For the one-year period commencing on the Closing Date (or shall such longer period as may be required by any applicable Law), the Purchaser will provide, or cause Hersha Lessee the Acquired Companies or its other Affiliate to provide, to each Person employed by the Acquired Companies immediately prior to the Closing, including those employees on vacation, leave of absence, disability (including long-term disability), military, parental or sick leave or layoff (collectively, the "Transferred Employees"), with employee benefits that in the aggregate are comparable to, in the aggregate, those provided to similarly situated employees of the Purchaser or its Affiliates as of the Closing Date. (b) terminate To the extent that service is relevant for purposes of eligibility or vesting under any employee benefit plan, program or arrangement (other than equity-based and incentive compensation plans or programs) established or maintained by the Purchaser for the benefit of Transferred Employees, such plan, program or arrangement will credit such employees or former employees for service on or prior to the Closing with the Acquired Companies and their Affiliates. (c) Upon the Closing Date, the Purchaser will honor or cause the Acquired Companies to honor in accordance with its terms each Company Plan set forth on Section 3.17(b) of the Seller Disclosure Letter that is an individual employment, severance, retention or other compensation agreement between the Acquired Companies and any employee thereof, except as otherwise agreed in writing by the Purchaser and such Person. (d) Subject to Section 5.8(a) above, with respect to the Acquired Companies' plans maintained by the Acquired Companies or its Affiliates and set forth on Section 3.17(b) of the Seller Disclosure Letter (the "Welfare Plans"), the Purchaser agrees to maintain, designate or establish one or more benefit plans, programs or arrangements for the purpose of providing such benefits to Transferred Employees. The Purchaser or its Affiliate will cause such benefit plans, programs or arrangements to (i) waive any preexisting condition limitations for conditions covered under the Management Agreement applicable Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods to the extent such waiting periods were waived under the equivalent Welfare Plan immediately prior to the Closing Date, and (ii) that certain staffing agreement (credit Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the “Staffing Agreement”) Welfare Plans during the portion of 2018 preceding the Closing Date for the provision purposes of housekeeping servicessatisfying any applicable deductible or out-of-pocket requirements under any similar plan, as program or arrangement in which such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall employees may be referred eligible to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on participate after the Closing Date. In that connection. (e) The provisions of this Section 5.8 are solely for the benefit of the parties hereto and nothing in this Section 5.8, Hersha Owner (and Hersha Lessee) do not anticipate the termination express or implied, will confer upon any Transferred Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any employees nature or kind whatsoever under this Agreement. Nothing in this Section 5.8, express or implied, will be (i) deemed an amendment of any plan providing benefits to any Transferred Employee, or (ii) construed to prevent the Purchaser or its Affiliates from terminating or modifying to any extent or in any respect any employee benefit plan that the Purchaser or its Affiliates may establish or maintain. (f) The Acquired Companies will (a) use reasonable best efforts to secure from any Person who is a "disqualified individual" as defined in Section 280G of the Hotel employed by Hotel Manager Code, and who has a right to any payments or the Staffing Company benefits or potential right to any payments or benefits in connection with the consummation of the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall herein that could be responsible for and shall cause the timely payment of any and all liability deemed to or respecting employees constitute "parachute payments" pursuant to Section 280G of the Hotel employed Code, a waiver of such Person's rights to any such payments or benefits applicable to such Person to the extent that all remaining payments or benefits applicable to such Person will not be deemed to be "parachute payments" pursuant to Section 280G of the Code (the "Waived 280G Benefits") and (b) if such waiver is secured, submit for approval by Hotel Manager or the Staffing Company (collectivelyshareholders of the Seller, the ‘Employees”)Waived 280G Benefits, having accrued through to the Adjustment Point, including liability for payment extent and in the manner required by Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of all Employees’ wages, bonuses, commissionsthe Code. The Acquired Companies will not, and other forms of compensation earned by and due and owing to Employees as the Purchaser will not be required to, pay any of the Adjustment Point and claims for benefits of Employees incurred as Waived 280G Benefits if such payment is not approved by the shareholders of the Adjustment PointSeller as contemplated above. Prior to obtaining such waivers, together with F.I.C.A.and prior to seeking such stockholder approval, unemployment and other taxes and benefits due from any employer the Acquired Companies will provide drafts of such Employees as waivers and such stockholder approval materials to the Purchaser for its reasonable review and consider in good faith any comments that the Purchaser may provide thereon. Prior to the Closing Date, the Acquired Companies will deliver to the Purchaser evidence reasonably satisfactory to the Purchaser that (x) a vote of the Adjustment Point. Promptly following shareholders of the Effective Seller was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and will not be made or provided. (g) Prior to the Closing Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”)Sellers will, and Hersha Lessee and Lessee JV agree will cause their respective Affiliates, as applicable, to reasonably cooperate with each other complete the actions set forth in connection therewithSection 5.8(g) of the Seller Disclosure Letter.

Employees. Hersha Owner (a) Consummation of the Merger will not, in and of itself, result in termination of employment with respect to current employees of the Company. For a period of not less than one year following the Effective Time, Purchaser shall (provide or shall cause Hersha Lessee toto be provided, to current and former employees of the Company (the “Company Employees”) terminate compensation and employee benefits in the aggregate that are not less favorable in the aggregate than those provided to Company Employees immediately before the Effective Time; provided, however, that the foregoing shall not diminish any obligation of the Surviving Company pursuant to any employment or similar agreement between the Company and any Company Employee in existence as of the Closing Date or guarantee the continued employment of any Company Employee. (b) For all purposes under the employee benefit plans of Purchaser and its affiliates providing benefits to any Company Employees after the Effective Time (the “New Plans”) other than for benefit accruals under a defined benefit plan, each Company Employee shall be credited with his or her respective years of service with the Company before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Employee Plans. In addition, and without limiting the generality of the foregoing: (i) the Management Agreement each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans; and (ii) that certain staffing agreement for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Purchaser shall cause all pre-existing condition exclusions, waiting periods and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Company Employee Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Staffing AgreementOld Plans”) ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the provision applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Notwithstanding the preceding provisions of housekeeping servicesthis Section 6.4, as such agreement this Section 6.4 is listed on Schedule 8.2(fnot intended to and shall not (i) attached hereto create any third party rights, (and the service provider listed on Schedule 8.2(fii) shall be referred amend any employee benefit plan, program, policy or arrangement, including any New Plan, Old Plan or Company Employee Benefit Plan, (iii) subject to as the “Staffing Company”Purchaser’s obligations under Section 6.4(a), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager require Purchaser or the Staffing Surviving Corporation to continue any Company in connection Employee Plan beyond the time when it otherwise lawfully could be terminated or modified, or (iv) provide any Company Employee with any rights to continued employment, or, subject to Purchaser’s obligations under Section 6.4(a), severance pay or similar benefits following the transactions contemplated in this Agreement. Hersha Owner Closing. (and/or Hersha Lesseed) shall be responsible for and Promptly following Closing, Purchaser shall cause the timely payment of any and all liability Surviving Corporation to or respecting employees provide letters in the forms approved by the Company prior to the date hereof to each of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”employees set forth on Schedule 6.4(d), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner 10.1. Upon coming into effect of this Scheme: a) The permanent employees of the Demerged Company relating to the Demerged Undertaking who are in employment as on the Effective Date shall (become the employees of the Resulting Company with effect from the Effective Date without any break or interruption in service and on terms and conditions as to employment and remuneration not less favorable than those on which they are engaged or employed by the Demerged Company. It is clarified that the employees of the Demerged Company, who become employees of the Resulting Company by virtue of this Scheme, shall cause Hersha Lessee tonot be entitled to the employment policies and shall not be entitled to avail of any Schemes and benefits that may be applicable and available to any of the employees of the Resulting Company unless otherwise determined by the Resulting Company. The Resulting Company undertakes to continue to abide by any agreement/settlement, if any, entered into by the Demerged Company with any union/employee of the Demerged Company. b) terminate (i) The existing provident fund, gratuity fund, pension and/or superannuation fund or trusts or retirement funds or benefits created, if any, by the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) Demerged Company or any other special funds created or existing for the provision benefit of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto the concerned employees of Demerged Undertaking (and the service provider listed on Schedule 8.2(f) shall be collectively referred to as the “Staffing CompanyFunds”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (the investment made out of such Funds shall, at an appropriate stage, be transferred to the Resulting Company to be held for the benefit of the concerned employees. The Funds shall, subject to the necessary approvals and permission and at the discretion of the Resulting Company, either be continued as defined herein) on separate funds of the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate Resulting Company for the termination benefit of any the employees of the Hotel employed by Hotel Manager Demerged Company or be transferred to and merged with other similar funds of the Staffing Resulting Company. In the event that the Resulting Company in connection does not have its own fund with respect to any such Funds, the Resulting Company may, subject to necessary approvals and permissions, continue to maintain the existing Funds separately and contribute therein, until such time as the Resulting Company creates its own funds into which the Funds and the investments and contributions pertaining to the employees of the Demerged Company shall be transferred to such funds of the Resulting Company. c) With effect from the date of filing of this Scheme with the transactions contemplated in this AgreementNCLT and up to and including the Effective Date the Demerged Company shall not vary or modify the terms and conditions of employment of any of its employees related to Demerged Undertaking, except with the written consent of the Resulting Company. d) It is clarified that the services of all transferred staff, workmen and employees of the Demerged Company to the Resulting Company will be treated as having been continuous for the purpose of the aforesaid employee benefits and / or liabilities. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause For the timely purpose of payment of any retrenchment compensation, gratuity, and all / or other terminal benefits, and / or any other liability pertaining to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectivelystaff, workmen and employees, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer past services of such Employees staff, workmen and employees with the Demerged Company shall also be taken into account by the Resulting Company, who shall pay the same as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithwhen payable.

Employees. Hersha Owner (a) Prior to the Closing the Company shall use commercially reasonable efforts to continue to employ the employees of the Company that have been designated as key employees by Harvest prior to the date hereof, in its sole discretion (or the “Company Key Employees”). After the Closing, the Company and Harvest shall cause Hersha Lessee touse commercially reasonable efforts to continue to employ the Company Key Employees, which efforts shall include providing for such employees to participate in the Resulting Issuer Equity Incentive Plan on terms and conditions that are similar to Harvest’s existing officers and management. The Company and its management shall use commercially reasonable efforts to assist ParentCo in arranging for all the Company Key Employees to continue their employment with the Company following the Closing. (b) terminate On the Closing, the Company shall be entitled to pay (through its customary payroll processing) up to an aggregate of $[***] of transaction bonuses to certain officers and employees of the Companies that serve in such capacities at such time, which individual bonuses shall be in such amounts as determined by the Company. (c) Except to the extent that (i) the Management Agreement and any such resignation or termination is prohibited by applicable Law, (ii) that certain staffing agreement any such resignation or termination may jeopardize the continued good standing of a Company Cannabis Permit, or (iii) any such resignation or termination is not within the “Staffing Agreement”) for control of any of the provision of housekeeping servicesCompanies, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on by the Closing Date. In that connectionthe Company shall have terminated or shall have received resignations from such directors, Hersha Owner (officers and Hersha Lessee) do not anticipate the termination of any employees managers of the Hotel employed Companies as are requested in writing by Hotel Manager Harvest within a reasonable period of time prior to the scheduled Closing Date, which such resignations and/or terminations shall have applicable effective dates no earlier than the Closing as reasonably designated in such written request by Harvest; provided, that in all cases such resignations or terminations may be contingent upon and subject to the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees occurrence of the Hotel employed by Hotel Manager or Closing. If Harvest fails to deliver such written request with respect to any individual within a reasonable period of time prior to the Staffing Company (collectivelyscheduled Closing, the ‘Employees”), having accrued through failure to terminate or obtain such resignation by such individual shall not result in a breach or failure to perform by the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithhereunder.

Employees. Hersha Owner (a) During the Pre-Closing Period, the Company will use commercially reasonable efforts in consultation with Buyer to retain the employees of the Company, including the Key Employees, through the Closing Date and following the Acquisition. (b) Buyer may offer employment to any or all of the employees of the Company who satisfy Buyer’s generally applicable employment requirements, with compensation and benefits that are comparable in the aggregate with the compensation and benefits (excluding equity compensation, severance pay and benefits, retiree health benefits, and defined benefit pension plan benefits) enjoyed by similarly-situated employees of Buyer or is Affiliates. Buyer may also seek written confirmation from any employee of the Company that such employee intends to continue employment after the Closing. Buyer may engage or continue to engage the services of any or all of the consultants and/or independent contractors of the Company on terms satisfactory to Buyer. The Company shall use commercially reasonable efforts to facilitate such offers and engagements. Buyer agrees it shall not require, as part of the Closing process and initial hiring of the employees of the Company, any employee of the Company, other than the Shareholders and Key Employees, to enter into any non-compete agreements, provided, however, Buyer may include in its offering to employees reasonable restrictive covenants such as confidentiality restrictions and non-solicitation of other employees, and such limitations shall not apply with respect to future changes in employment circumstances. (c) At the first practicable quarterly meeting of the board of directors of Buyer after the Closing, and as shall be reflected in letters provided to specified employees of the Company, Buyer shall grant (or cause to be granted) to those employees who continue as employees of Buyer or its Affiliate after the Closing, restricted stock units of Buyer as set forth on Schedule 7.6(c), which grants of restricted stock units shall cause Hersha Lessee to) terminate (i) be subject to the Management Restricted Stock Unit Agreement in the form of Exhibit C, and (ii) the Buyer’s 2021 Stock Option and Incentive Plan. In the event that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is one or more employees listed on Schedule 8.2(f7.6(c) attached hereto have not accepted employment with the Buyer or cease their employment with the Buyer (and for any reason), in either case as of three Business Days before the service provider listed date of such meeting of the board of directors of Buyer, the Shareholder Representative may reallocate the number of RSUs set forth on Schedule 8.2(f7.6(c) originally allocated to such non-continuing employees, among the employees on Schedule 7.6(c) who are continuing with the Buyer. (d) The parties hereto acknowledge and agree that the terms set forth in this Section 7.6 shall not create any right in any employee of the Company or any other Person, to any continued employment with the Company, Buyer or any of its Affiliates or compensation or benefits of any nature or kind whatsoever. This Section 7.6 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third-party beneficiary hereto. Nothing contained in this Section 7.6 shall be referred deemed to as be the “Staffing Company”)adoption of, with or an amendment to, any employee benefit plan, program, arrangement, contract or practice, or otherwise limit the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees right of the Hotel employed by Hotel Manager Buyer to amend, modify or the Staffing terminate any employee benefit plan, program, arrangement, contract, practice or other Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Pointprogram, including liability for payment of all Employees’ wages, bonuses, commissions, and but not limited to its travel or other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithpolicies.

Employees. Hersha Owner shall (or a) Until December 31, 2011, the Buyer shall cause Hersha Lessee to) terminate the Company to provide to each of those employees of the Company who continue as employees of the Company following Closing (collectively, the “Continuing Employees”), (i) a base salary that is no less than the Management Agreement base salary paid to such Continuing Employee immediately prior to the date of this Agreement, and (ii) fringe benefits that certain staffing agreement are substantially comparable in the aggregate to the fringe benefits paid or provided to similarly-situated employees of Buyer, provided that the foregoing shall not apply to any Continuing Employee whose base salary (or fringe benefits, to the “Staffing Agreement”extent eligibility therefor is based on the Continuing Employee’s position or level of hours worked) is reduced as a result of (i) a reduction in hours, (ii) the Continuing Employee’s acceptance of another position or part-time employment, or (iii) performance problems. The Buyer shall cause all Continuing Employees to be credited for their length of service with the Company for all purposes under any benefit plan or program or fringe benefit made available to Continuing Employees by Buyer or any of its affiliates after the Closing; provided, however, that such service shall not be so credited (i) for purposes of calculating accrued benefits under a defined benefit pension plan or (ii) to the provision extent that crediting such service would result in the duplication of housekeeping serviceseither benefits or accruals to a Continuing Employee. (b) Notwithstanding anything herein to the contrary, nothing in this Agreement shall be construed to require Buyer or the Company to provide duplicative benefits or accruals to any Continuing Employee (or anyone else) or to employ or continue to employ any Continuing Employee or anyone else, and except to the extent expressly provided in this Section 11.10, nothing in this Agreement shall be construed as such agreement is listed on Schedule 8.2(fin any way limiting or restricting Buyer’s ability to amend, modify or terminate any benefit plan at any time and from time to time, including any Company Benefit Plan, after the Closing. (c) attached hereto (From and after the Closing, except as otherwise agreed in writing between Buyer and the service provider listed on Schedule 8.2(fContinuing Employee, Buyer will cause the Company to honor, in accordance with its terms (including any rights of amendment, modification or termination provided therein), (i) each existing employment, change in control, severance and termination protection plan or agreement between the Company and any officer, director or employee (i.e. Buyer and the Company shall be referred to responsible for any severance, termination pay or related obligations as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate result of the termination of any employees Continuing Employee at or after the Closing), to the extent such plan or agreement is disclosed on Section 9.13(c) of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissionsDisclosure Schedule, and other forms of compensation earned by and due and owing to Employees (ii) the obligations in effect as of the Adjustment Point Time with respect to any earned and claims accrued but unpaid bonuses for benefits employees of Employees incurred the Company and accrued vacation for employees of the Company, but only to the extent the amounts accrued thereunder are included on the final Closing Statement. (d) Promptly following signing, at Buyer’s written request delivered to Company at least 10 days prior to Closing, the Company shall use commercially reasonable efforts to terminate that certain Client Services Agreement dated as of August 9, 2006, between the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel ADP (the “New Staffing AgreementCSA”) effective immediately prior to Closing. If the Company terminates the CSA effective immediately prior to the Closing, the Company shall ensure that such termination also constitutes a termination of each Company Benefit Plan that Buyer requests be terminated, including, without limitation, the Company’s withdrawal from the 401(k) plan maintained by ADP. At Buyer’s request, the Company shall provide Buyer with evidence of any such termination of the Company Benefit Plan(s) and CSA and withdrawal from such 401(k) plan, including resolutions of the Company’s Board of Directors and any other necessary corporate action. The form and substance of such resolutions shall be subject to review and approval of Buyer and its counsel (such review to be timely and not unreasonably withheld). The Company shall also cooperate with Buyer to take such other actions in furtherance of terminating such Company Benefit Plan(s) and the CSA as Buyer may reasonably request. In the event that distribution or rollover of assets from the trust or custodial account of a 401(k) plan which is terminated or from which the Company withdraws is reasonably anticipated to trigger liquidation charges, and Hersha Lessee and Lessee JV agree surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon the Company or plan sponsor, then the Company shall take such actions as are necessary to reasonably cooperate estimate the amount of such charges and/or fees and provide such estimate in writing to Buyer as soon as possible. (e) All provisions contained in this Agreement with each respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and shall not create any right in any other person, including any employee or former employee of the Company or any participant or beneficiary in connection therewithany Company Benefit Plan.

Employees. Hersha Owner (a) The Purchaser shall cause the Company to continue to employ immediately after the Closing each of the Business Employees at substantially the same base salary or base hourly rate of compensation as in effect for each such individual immediately before the Closing and shall provide Business Employees substantially comparable employee benefits (determined without regard to defined benefit pension plans, retiree welfare benefit plans or equity compensation plans or programs). The Business Employees shall be given credit for time worked for the Company or its Affiliates (and their predecessors) for purposes of determining their eligibility to participate and vesting (but not for purposes of benefit accrual) under the applicable employee benefit plans and programs of the Purchaser or its Affiliates (other than under any equity compensation plans or programs) in which such Business Employees are eligible to participate following the Closing. With respect to welfare plans maintained by the Purchaser or its Affiliates in which the Business Employees are eligible to participate following the Closing, the Purchaser shall, provided it does not result in duplication of benefits, use commercially reasonable efforts to cause such plans to (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements otherwise applicable to Business Employees under such plan (including, without limitation, any actively at-work requirements), to the extent such conditions and exclusions were waived under the applicable Benefit Plans prior to the Closing and (ii) with respect to the plan year in which the Closing occurs, provide each Business Employee with credit for any co-payments, deductibles and similar payments paid prior to the Closing in satisfying any analogous requirements applicable under any such welfare plan maintained by Purchaser or its Affiliates in which such Business Employees are eligible to participate following the Closing. (b) Except as set forth on Section 7.4(b) of the Seller Disclosure Schedule, neither the Purchaser nor any of its Affiliates shall (i) assume any of the Benefit Plans, or any rights, duties, obligations or liabilities thereunder, other than obligations or liabilities under the individual agreements set forth on Section 7.4(b) of the Seller Disclosure Schedule, (ii) become a successor employer or be responsible in any way for the Seller’s participation in or obligations with respect to any Benefit Plan, or (iii) be obligated by this Agreement to make any provision with respect to employee benefits after the Closing Date, except as required by this Section 7.4. No assets of any Benefit Plan shall cause Hersha Lessee tobe transferred to the Purchaser or any of its Affiliates or to any benefit plan of the Purchaser or its Affiliates. The Seller shall, after the Closing Date, comply with the continuation coverage requirements of COBRA; provided, however, that any such continuing coverage obligations resulting from a qualifying event that occurs after Business Employees are enrolled in any health plan of the Purchaser or its Affiliates shall be the responsibility of the Purchaser or its applicable Affiliate. (c) terminate The Purchaser agrees that it will not engage in any action within 90 days following the Closing that will create any obligation or liability under WARN to any Business Employee, except to the extent any such obligation or Liability is caused by an inaccuracy in the information provided in Section 5.18(d) of the Seller Disclosure Letter. (d) Subject to applicable Law, if the Purchaser or any of its Affiliates decides to establish, maintain or offer any Purchaser Flex Plans (as defined below) (provided that nothing in this Section 7.4 shall obligate the Purchaser or any of its Affiliates to do so), the Seller and the Purchaser shall use commercially reasonable efforts to take all actions necessary or appropriate so that, effective as of the Closing, (i) the Management account balances (whether positive, in which case the Seller will transfer cash equal to such balance, or negative, in which case the Purchaser will transfer cash equal to such balance) under the Seller FSAs of the Business Employees who are participants in the Seller FSAs (the “Covered Employees”) shall be transferred to one or more comparable plans of the Purchaser to the extent Purchaser offers such benefits (collectively, the “Purchaser Flex Plans”), (ii) the elections, contribution levels and coverage levels of the Covered Employees shall apply under the Purchaser Flex Plans in the same manner as under the Seller FSAs to the extent the Purchaser offers such benefits, and (iii) the Covered Employees shall be reimbursed from the Purchaser Flex Plans for claims incurred at any time during the plan year of the Seller FSA in which the Closing Date occurs and submitted to the Purchaser Flex Plans from and after the Closing Date substantially on the same basis, terms and conditions as under the Seller FSAs to the extent the Purchaser offers such benefits. (e) Notwithstanding any other provision of this Article VII, but subject to applicable Law, the Purchaser and the Seller and their respective Affiliates shall cooperate in the timely transfer of all data and information necessary for the Purchaser to fulfill its obligations to provide benefits or payments to Business Employees as provided for in this Section 7.4. (f) As soon as administratively practicable after the Closing, the Purchaser shall establish a 401(k) plan, or cause an existing 401(k) plan of the Purchaser or one of its Affiliates, to cover the Business Employees. The Purchaser shall use commercially reasonable efforts to permit such Business Employees to rollover their account balances (other than outstanding loan amounts) from the New Media Investment Group Inc. Retirement Savings Plan to the 401(k) plan in which the Business Employees become eligible to participate following the Closing. (g) The provisions of this Section 7.4 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 7.4, express or implied, shall confer upon any Business Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing contained herein shall (i) be treated as an amendment to any particular employee benefit plan of the Purchaser, the Company or the Seller, (ii) obligate the Purchaser or any Purchaser ERISA Affiliate to (A) maintain any particular benefit plan or arrangement or (B) retain the employment of any particular employee, (iii) prevent the Purchaser or any Purchaser ERISA Affiliate from amending or terminating any benefit plan or arrangement, or (iv) give any third party the right to enforce any of the provisions of this Agreement. (h) The Seller shall (i) with respect to all Benefit Plans, timely make all required payments, premiums or contributions for all periods (or partial periods) ending prior to or as of the Closing Date and (ii) that certain staffing agreement take such actions to cause all payroll and paid time off obligations accrued through the Closing Date to be timely paid. (i) For the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) period beginning on the Closing DateDate and ending on December 31, 2015, the Seller will continue to administer and fund payroll for all Business Employees in accordance with past practice, including the payment of salary at the same rate that was in effect immediately prior to the Closing, administration of all deductions in respect of and contributions to any Benefit Plan in accordance with the elections made by such Business Employees that are in effect immediately prior to the Closing, and the administration of all tax withholding, payment and reporting (including FICA, Medicare, FUTA and similar) obligations. In that connection, Hersha Owner The Purchaser shall promptly (and Hersha Lesseebut in no event later than 30 days following receipt of an invoice from the Seller) do not anticipate reimburse the termination of Seller with respect to any employees amounts paid by the Seller to or in respect of the Hotel employed Business Employees pursuant to this Section 7.4(i). The Seller also agrees to administer all tax reporting and W-2 issuances with respect to all Business Employees for 2015. (j) From the period beginning on the Closing and ending on the date on which new company credit cards that are issued to the applicable Business Employee by Hotel Manager or the Staffing Company in connection Purchaser (with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees assistance of the Hotel employed by Hotel Manager or the Staffing Company (collectivelySeller) become active, the ‘Employees”)Seller will allow each Business Employee who, having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point Closing, has a company credit card provided by the Seller to continue to use such company credit card in accordance with past practice and claims for benefits of Employees incurred as of in accordance with the Adjustment Point, together Seller’s policies with F.I.C.A., unemployment and other taxes and benefits due from any employer respect to the use of such company credit card that are in effect immediately prior to the Closing. The Purchaser shall promptly (but in no event later than 30 days following receipt of an invoice from the Seller) reimburse the Seller with respect to any amounts charged on such company credit cards by the Business Employees as in accordance with the Seller’s company policies with respect to the use of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee such company credit cards and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”pursuant to this Section 7.4(j), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) At the Effective Time, Parent agrees that, except for those employees resigning as of the Effective Time as contemplated in Section 4.11(b) of the Company Disclosure Schedule, all employees of the Company and its Subsidiaries immediately prior to the Effective Time shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement be offered comparable continuing employment at rates of pay and (ii) that certain staffing agreement (the “Staffing Agreement”) with benefits under employee benefit plans, programs, arrangements and policies for the benefit of employees of the Company and its Subsidiaries that in the aggregate are no less favorable to such employees than the rates of pay in effect for the twelve (12) months prior to the Effective Time and the Company Plans set forth in Section 6.8(a) of the Company Disclosure Schedule, provided that payment of any amounts payable under the Company’s incentive bonus program described in Section 6.8(a) of the Company Disclosure Schedule shall be made in the ordinary course to Persons employed by the Company or its Subsidiaries as of the end of the calendar year 2006, and shall not be accelerated or pro-rated as a result of the occurrence of the Merger and the other transactions contemplated hereby. Neither this Section 6.8 nor any other provision of housekeeping servicesthis Agreement shall limit the ability or the right of the Surviving Corporation or its Subsidiaries to terminate the employment, as such agreement is listed on Schedule 8.2(f) attached hereto (or to alter any applicable rates of pay or benefits under employee benefit plans, programs, arrangements and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”)policies, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager Company or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment any of any and all liability to or respecting its Subsidiaries who continue as employees of the Hotel employed by Hotel Manager Surviving Corporation or the Staffing Company any of its Subsidiaries (collectively, the ‘“Continuing Employees”) after the Effective Time (subject to the rights of any such employees pursuant to any agreement which is to be binding after the Effective Time as set forth in Section 6.8(b) of the Company Disclosure Schedule). All service credited to each Continuing Employee shall be recognized by Parent for all purposes, including vacation and for purposes of eligibility, vesting and benefit accruals under any employee benefit plan provided by Parent for the benefit of the employees. Without limiting the foregoing, Parent shall not treat any Continuing Employee as a “new” employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision under any health or other welfare plan, and shall make appropriate arrangements with its insurance carrier(s), having accrued through to the Adjustment Pointextent applicable, including liability for payment to ensure such result. (b) Parent and the Surviving Corporation hereby agree to honor (without modification) and assume, to the extent required, the Change of all Employees’ wagesControl Agreements, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as set forth in Section 6.8(b) of the Adjustment Point and claims for benefits of Employees incurred Company Disclosure Schedule, as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following in effect at the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithTime.

Employees. Hersha Owner (a) Following the Effective Time, (i) Parent shall cause the Surviving Corporation and its successors: (A) to satisfy each of the agreements and arrangements (the "EMPLOYMENT OBLIGATIONS") described in subsection (c) below with respect to the employees (the "CONTRACT EMPLOYEES") subject to such agreements and arrangements, (B) use its commercially reasonable efforts to retain each present full-time employee of the Company at such employee's current position with such current responsibilities (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Surviving Corporation or Parent at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the Surviving Corporation or Parent on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from the Company prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that Parent continues or causes the Surviving Corporation to continue to employ officers or employees of the Company as of the Effective Time, the Surviving Corporation or Parent or their successors shall employ such persons on the Effective Time who are not Contract Employees as "at will" employees, (iii) officers and employees of the Company who continue employment with the Surviving Corporation or Parent or their successors after the Effective Time and who are Contract Employees will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iv) in the event the Surviving Corporation or Parent or their successors do not employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties or for cause) of any officers or employees of the Company as of the Effective Time who are not Contract Employees, Parent shall or shall cause Hersha Lessee tothe Surviving Corporation or their successors to pay the following severance benefits to such employees: a minimum of 2 weeks' salary, with an additional one week for each year of service, with a maximum of 26 weeks' salary. (b) terminate Following the Effective Time, Parent agrees (i) to provide employee benefit plans, programs, arrangements and policies for the Management Agreement benefit of current retired employees and current retired non-employee directors (each as of the date hereof) of the Company and its subsidiaries that in the aggregate are no less favorable to such retired employees and retired non-employee directors than the Company Plans and (ii) to allow future retired non-employee directors (including any spouse or surviving spouse thereof) to participate in an applicable health and welfare plan, provided that certain staffing agreement all expenses associated with such participation shall be the sole responsibility of such retired non-employee directors (or, as applicable, a spouse or surviving spouse thereof). For a period of two (2) years following the “Staffing Agreement”) Effective Time, Parent agrees to provide employee benefit plans, programs, arrangements and policies for the benefit of employees and future retired employees (i.e., employees who retire after the date hereof) of the Company and its subsidiaries that in the aggregate are no less favorable to such employees and future retired employees than the Company Plans. In the case of benefit plans and programs under which benefits are paid or determined by reference to the value of Company Shares, Parent agrees that such benefits shall be paid or determined by reference to the value of shares of common stock of Parent in an equitable manner. All service credited to each employee and retired employee by the Company through the Effective Time shall be recognized by Parent for purposes of eligibility and vesting (but not benefit accruals) under the Parent Benefit Plans. Without limiting the foregoing, Parent shall not treat any Company employee as a "new" employee or retired employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision of housekeeping servicesunder any health or other welfare plan, as and will use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s), to the extent applicable, to ensure such agreement is result. (c) Parent and the Surviving Corporation hereby agree to honor (without modification) and assume the employment agreements, executive termination agreements and individual benefit arrangements listed on Schedule 8.2(f6.8(c) attached hereto (and except to the service provider listed on Schedule 8.2(f) shall be referred extent that such agreements have been waived prior to as the “Staffing Company”Effective Time), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (all as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following effect at the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithTime.

Employees. Hersha Owner shall 10.1 On the Scheme becoming effective, all permanent employees of Demerged Company 1 engaged in the Demerged Undertaking 1 in service on the Effective Date (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing AgreementStrides Transferred Employees”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be deemed to have become employees of Resulting Company with effect from the Appointed Date or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Resulting Company shall not be less favourable than those applicable to them with reference to their employment in Demerged Company 1 on the Effective Date. 10.2 It is expressly provided that, on the Scheme becoming effective, insofar as the provident fund, gratuity fund, superannuation fund or any other special fund or trusts, if any, created or existing for the benefit of the staff and employees of Demerged Company 1 (including Strides Transferred Employees) are concerned (collectively referred to as the “Staffing CompanyStrides Funds”), such proportion of the investments made in the funds and liabilities which are referable to the Strides Transferred Employees shall be transferred to the similar funds created by Resulting Company and shall be held for their benefit pursuant to this Scheme, or at the sole discretion of Resulting Company, maintained as separate funds by Resulting Company. In the event that Resulting Company does not have its own funds in respect of any of the above, Resulting Company may, subject to necessary approvals and permissions, continue to contribute to the relevant Strides Funds or discharge such liabilities of Demerged Company 1, until such time that Resulting Company creates its own funds, at which time the funds and the investments and contributions pertaining to the Strides Transferred Employees shall be transferred to the funds created by Resulting Company. 10.3 Further to the transfer of Strides Funds as set out in Clause 10.2 above, for all purposes whatsoever in relation to the administration or operation of such fund or funds or in relation to the obligation to make contributions to the said fund or funds in accordance with the understanding that Lessee JV shall simultaneously enter into provisions thereof as per the New Management Agreement (terms provided in the respective trust deeds, if any, all rights, duties, powers and obligations of Demerged Company 1 in relation to Demerged Undertaking 1 as defined herein) and a New Staffing Agreement (as defined herein) on the Closing DateEffective Date in relation to such fund or funds shall become those of Resulting Company. It is clarified that the services of the Strides Transferred Employees of Demerged Company 1 forming part of the Demerged Undertaking 1 will be treated as having been continuous for the purpose of the said Strides Funds. 10.4 In that connectionrelation to any other fund (including any funds set up by the government for employee benefits) created or existing for the benefit of the Strides Transferred Employees, Hersha Owner (and Hersha Lessee) do not anticipate Resulting Company shall stand substituted for Demerged Company 1, for all purposes whatsoever, including relating to the termination obligation to make contributions to the said funds in accordance with the provisions of any such scheme, funds, bye laws, etc. in respect of such Strides Transferred Employees. 10.5 In so far as the existing benefits or funds created by Demerged Company 1 for the employees of the Hotel employed by Hotel Manager Retained Business of Demerged Company 1 are concerned, the same shall continue and Demerged Company 1 shall continue to contribute to such benefits or the Staffing Company funds in connection accordance with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) provisions thereof, and such benefits or funds, if any, shall be responsible held inter alia for and shall cause the timely payment benefit of any and all liability to or respecting the employees of the Hotel employed by Hotel Manager or the Staffing Retained Business of Demerged Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including 1 and Resulting Company shall have no liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithrespect thereof.

Employees. Hersha Owner (a) Until the end of the calendar year in which the Closing Date occurs (the “Benefits Continuation Period”), Purchaser shall (provide, or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) any of its Subsidiaries to provide, for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any those employees of the Hotel Company who are employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for Company or any of its Subsidiaries immediately prior to the Effective Time and shall cause the timely payment of any and all liability to or respecting who continue as employees of Purchaser or any of its Subsidiaries immediately following the Hotel employed by Hotel Manager or Effective Time and during the Staffing Company Benefits Continuation Period (collectively, the ‘“Continuing Employees”), having accrued through the Adjustment Point, total compensation (including liability for payment of all Employees’ base salary and base wages, bonusesshort-term cash incentive compensation and commissions) that is, commissionsin the aggregate, and other forms substantially comparable to such total compensation provided by the Company to such Continuing during the period immediately prior to the execution of compensation earned this Agreement. (b) With respect to any employee benefit plan maintained by and due and owing to Employees Purchaser or its Subsidiaries (collectively, “Purchaser Benefit Plans”) in which any Continuing Employee will participate effective as of the Adjustment Point Closing (other than any equity or equity-based plans), Purchaser shall use commercially reasonable efforts to, or cause the Company to, recognize all service of the Continuing Employees with the Company, as the case may be, as if such service were with Purchaser, for vesting and claims for eligibility purposes in any Purchaser Benefit Plan in which such Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits of Employees incurred or (ii) such service was not recognized under the corresponding Employee Benefit Plan. (c) Except to the extent such are required under any insurance contract or insured arrangement, with respect to each group health plan or welfare plan provided by Purchaser as of the Adjustment PointClosing Date in which the Continuing Employees are eligible to participate after the Closing Date, together Purchaser shall use commercially reasonable efforts to waive or cause to be waived all limitations as to preexisting conditions and waiting periods with F.I.C.A., unemployment respect to participation and other taxes coverage requirements applicable to the Continuing Employees. (d) Purchaser will establish a retention pool for the benefit of certain Continuing Employees who are RSU Recipients and benefits due from any employer of such Employees as which are selected by mutual agreement of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel Purchaser (the “New Staffing AgreementRetention Pool”). The Retention Pool will be awarded in the form of restricted stock units (“RSUs”) representing an aggregate 2,750,000 shares of Purchaser Common Stock less any amount of retention incentives to be paid to the Continuing Employees who are not RSU Recipients; provided that, the form and amount of any such alternative retention incentives to Continuing Employees who are not Accredited Investors shall be as mutually agreed between Purchaser and the Company, but, in any event, will be subject to the same vesting schedule applicable to the RSUs described in this Section 8.3(d). The RSUs shall be granted under a Purchaser Equity Plan and pursuant to Purchaser’s standard publicly filed form of restricted stock unit award agreement and settled in Purchaser Common Stock upon vesting (“Purchaser RSUs”). The Purchaser RSUs shall be granted within thirty (30) days following the Closing Date and will vest in equal 25% installments on each of the first four (4) anniversaries of the Closing Date, subject to the relevant Continuing Employee’s continued employment with the Company through the applicable vesting date. As soon as practicable after the Effective Time, Purchaser shall file with the Securities and Exchange Commission a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act with respect to the Purchaser Common Stock subject to the Purchaser RSUs described in this Section 8.3(d) and shall use its commercially reasonable efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or “blue sky” laws, for so long as such Purchaser RSUs remain outstanding. (e) This Section 8.3 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and Hersha Lessee nothing in this Section 8.3, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 8.3. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and Lessee JV agree that the terms set forth in this Section 8.3 shall not create any right in any employee or any other Person to reasonably cooperate any continued employment with each other in connection therewiththe Company, Purchaser or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees. Hersha Owner (a) The Buyer will not, and will cause each of the Acquired Companies not to, take any action following the Closing that would reasonably be expected to result in liability to the Seller under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Law. (b) Buyer presently intends, for the period commencing on the Closing Date and continuing for a period of at least twelve (12) months thereafter, that each employee of the Acquired Companies (each, a “Company Employee”) actively employed as of the Closing Date shall (or shall cause Hersha Lessee to) terminate be entitled to receive, while in the employ of the applicable Acquired Company, (i) substantially the Management Agreement same salary or hourly rate and substantially the same bonus opportunities as provided by an Acquired Company to each such employee immediately prior to the Closing as disclosed on Section 5.13(a) of the Disclosure Schedule, and (ii) that certain staffing agreement the same benefits made available by Buyer to other similarly situated employees. Notwithstanding the foregoing, (x) none of Buyer, the “Staffing Agreement”) for the provision Acquired Companies, nor any of housekeeping servicestheir respective Affiliates, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred obligated to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on continue to employ any Company Employee for any specific period of time following the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate subject to the termination terms of applicable Law and, for the avoidance of doubt, nothing herein is intended to, nor shall be construed to, limit the ability of Buyer, any Acquired Company or any of their respective Affiliates to terminate the employment of any employees Company Employee, (y) nothing herein shall prohibit Buyer, the Acquired Companies or their respective Affiliates from amending or terminating any employee benefit plans, programs, policies and arrangements maintained by Buyer, the Acquired Companies or any of their respective Affiliates following the Closing, subject to the provisions of applicable law and the related benefit plans, and (z) following the Closing, Buyer, the Acquired Companies and their respective Affiliates shall be permitted to adjust the compensation terms and benefit plans of the Hotel employed Company Employees at any time following the Closing if Buyer determines, in its sole discretion reasonably exercised, that such adjustments are needed to improve the profitability of the related operating location in view of then-applicable market conditions. (c) Buyer further agrees that, from and after the Closing Date and to the extent permitted by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) related Plans, Buyer shall be responsible for and shall cause each Acquired Company to grant all of its Company Employees credit for any service with such Acquired Company earned prior to the timely payment Closing Date (i) for eligibility and vesting purposes and (ii) for purposes of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, vacation and other forms of paid time off accrual, tuition assistance repayment and severance benefit determinations under any benefit or compensation earned plan, program, agreement or arrangement that may be established or maintained by and due and owing to Employees as of Buyer or any Acquired Company on or after the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel Closing Date (the “New Staffing AgreementPlans”). In addition, Buyer shall, from and after the Closing Date and to the extent permitted by the related employee benefit plans, (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Company Employee under any Plan as of the Closing Date and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any Company Employee (or covered dependent thereof) of any Acquired Company for covered medical services and prescription drugs to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan for medical and prescription drug benefits in the year of initial participation but only for those Company Employees (and covered dependents) of any Acquired Company that has provided the information required by Buyer in a mutually agreed format in order to fulfill this requirement. (d) The Parties acknowledge and agree that all of the provisions contained in this Section 7.05 are included for the sole benefit of the Parties, and Hersha Lessee and Lessee JV agree that nothing in this Agreement, express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Company Employee or former employees of the Acquired Companies, any participant in any Plan or any dependent or beneficiary thereof, or (ii) to reasonably cooperate employment or to continued employment with each other in connection therewithBuyer or any of its Affiliates.

Employees. Hersha Owner 7.1. Upon coming into effect of this Scheme, with effect from the Effective Date, the Resulting Company undertakes to engage, without any interruption in service, all employees of the Demerged Company, engaged in or in relation to the Demerged Undertaking on the Effective Date, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company. The Resulting Company agrees that the services of all such employees with the Demerged Company prior to the demerger shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) be taken into account for the provision purposes of housekeeping servicesall existing benefits to which the said employees may be eligible, as such agreement is listed on Schedule 8.2(f) attached hereto including for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits. 7.2. The existing funds or benefits, including provident fund and gratuity fund, created by the Demerged Company inter alia for the employees of the Demerged Undertaking (and the service provider listed on Schedule 8.2(f) shall be collectively referred to as the “Staffing Company”), with ‘Funds’) in terms of this Scheme shall be continued for the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) benefit of such employees on the Closing Datesame terms and conditions in the Resulting Company. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due With effect from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV the Resulting Company shall jointly contact each Staffing make the necessary contribution for such employees taken over. Upon the Scheme being effective, the Resulting Company and commence discussions for terminating shall, to the Staffing Agreement and entering into a new staffing agreement extent pertaining to the Demerged Undertaking, stand substituted for the Hotel (Demerged Company for all purposes whatsoever related to the “New Staffing Agreement”)administration or operation of such Fund or in relation to the obligations to make a contribution to the said Funds in accordance with the provisions of the Fund or according to the terms provided in the respective Fund deeds or other documents or, in the alternative, create / establish / setup / provide the facility of one or more alternative trusts being not less favourable than the existing Fund in the Demerged Company of which such employees were members in the Demerged Company. The Resulting Company undertakes and Hersha Lessee assumes all the duties and Lessee JV agree obligations and takes over and assumes all the rights and powers of the Demerged Company upon the Scheme being effective, in relation to reasonably cooperate with each other in connection therewithaforesaid Funds of the Demerged Company. The services of the employees of the Demerged Undertaking will be treated as having been continuous for the purposes of availing the benefits of the aforesaid funds or provisions of any Funds for such employees.

Employees. Hersha Owner 11.1 The Demerged Company shall (or shall cause Hersha Lessee to) terminate (i) not vary the Management Agreement terms and (ii) that certain staffing agreement (conditions of employment of its Employees during the “Staffing Agreement”) for period when the provision of housekeeping servicesapplication is pending before the NCLT except without obtaining written consent from the Resulting Company. However, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) Demerged Company shall be referred entitled to as make such changes in the “Staffing Company”)terms and conditions of employment of its Employees which are made regularly during the course of its business. On the Scheme becoming effective, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any all employees of the Hotel employed by Hotel Manager or the Staffing Company Palletization Business Undertaking in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following service on the Effective Date, Hersha Lessee shall be deemed to have become employees of the Resulting Company with effect from the Appointed Date or their respective joining date, whichever is later, without any break in their service and Lessee JV on the basis of continuity of service, and the terms and conditions of their employment with the Resulting Company shall jointly contact each Staffing not be less favorable than those applicable to them with reference to the Palletization Business Undertaking on the Effective Date. Any question that may arise as to whether any employee belongs to or does not belong to the Palletization Business Undertaking shall be decided by Board of Directors of both Demerged Company and commence discussions for terminating Resulting Company. 11.2 It is expressly provided that, on the Staffing Agreement and entering into a new staffing agreement Scheme becoming effective, the provident fund, gratuity fund, superannuation fund or any other special fund or trusts (“Funds”) created or existing for the Hotel (benefit of the “New Staffing Agreement”)employees of or relatable to the Palletization Business Undertaking shall be deemed to have been created by the Resulting Company in place of the Demerged Company for all purposes whatsoever in relation to the administration or operation of such fund or funds or in relation to the obligation to make contributions to the said fund or funds in accordance with the provisions thereof as per the terms provided in the respective trust deeds, if any, to the end and Hersha Lessee intent that all rights, duties, powers and Lessee JV agree obligations of the Demerged Company in relation to reasonably cooperate with each other in connection therewithsuch fund or funds shall become those of the Resulting Company. It is clarified that the services of the employees of the Palletization Business Undertaking will be treated as having been continuous and not interrupted for the purpose of the said fund or funds.

Employees. Hersha Owner (a) Until 90 days following the Effective Time, ATC shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment Surviving Company not to terminate the employment of any and all liability to or respecting employees of the Hotel employee who was employed by Hotel Manager SpectraSite immediately prior to the Effective 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 Messrs. Xxxxx, Xxxxx and Xxxxxx or (ii) prevent ATC or the Staffing Surviving Company from terminating any Covered Employee for “cause” (collectively, as such term is defined in the ‘Employees”SpectraSite Executive Severance Plan B). (b) Without in any way limiting Section 5.22(a), having accrued through for a period of one year following the Adjustment PointEffective Time, including liability for payment ATC shall or shall cause the Surviving Company to maintain in effect compensation, employee benefit plans and arrangements which provide compensation and benefits (excluding equity based compensation) to the Covered Employees that remain employed by the Surviving Company which have a value substantially comparable, in the aggregate, to the compensation and benefits provided by the SpectraSite Benefit Plans as in effect on the date hereof to such Covered Employees. (c) For purposes of all Employees’ wages, bonuses, commissionsdetermining 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 forms entities for SpectraSite granted service credit) as if such 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 compensation earned by his or her covered dependents under 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 due deductibles paid prior to the Effective Time and owing during the calendar year in 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 Employees recognize any unused paid time off and sick leave hours available to each Covered Employee as of the Adjustment Point Effective Time under SpectraSite’s paid time off policy applicable to such Covered Employee and claims to recognize service by each Covered Employee with SpectraSite for benefits purposes of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment determining eligibility for vacation and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly sick leave following the Effective DateTime under the applicable vacation and sick leave policies of ATC or the Surviving Company. (f) ATC shall or shall cause the Surviving Company to assume and honor in accordance with 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 SpectraSite Disclosure Letter. (g) Without limiting the scope of Section 8.1, Hersha Lessee nothing in this Section 5.22 shall confer any rights or remedies of any kind or description upon any Covered Employee or any other person other than SpectraSite and Lessee JV shall jointly contact each Staffing Company ATC and commence discussions for terminating the Staffing Agreement their respective successors and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithassigns.

Employees. Hersha Owner shall (a) On or shall cause Hersha Lessee before the Closing or the Transfer Date, whichever is applicable, Sellers will, or will have caused Maco to) terminate , have actually terminated, with the waiver of the relevant employees to any claim, right, and indemnity expressed before all of the relevant and competent labor office (“Ufficio Provinciale del Lavoro”), the employment with Maco of those persons designated by Purchasers to Sellers on or before December 31, 2004 (“Designated Employees”). At Sellers’ election, the Designated Employees may be transferred from Maco to Sellers or one or more Affiliates of Sellers. All terminations and transfers will have been conducted in full compliance with all applicable laws and regulations (which are presently contemplated to be Italian laws and regulations). Sellers will be fully responsible for any and all obligations of payment and/or consequences of the re-integration of any of the Designated Employees in Maco’s corporate organization caused by, or arising from, the terminations and transfers of the Designated Employees. Sellers will immediately pay for (i) 100% of any severance payments in excess of the Management Agreement accrued amounts in the audited financial statements as of December 31, 2004 required to be paid from the beginning of such employee’s employment for the period up to December 31, 2004 under all applicable laws or agreements to any employee who voluntarily or involuntarily leaves the employ of Maco within 1 year after the Closing Date, and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment 90% of all Employees’ other costs and expenses (including without limitation all wages, salary, bonuses, commissions, incentive payments, and other forms compensation such as vacation and sick pay) or any other benefit, perquisite, cost, expense, liability or obligation attributable to services provided prior to December 31, 2004) of compensation earned by such terminations and due transfers which are in excess of such amounts described in clauses (i) and owing to Employees (ii) as shown in the audited Financial Statements as of the Adjustment Point and claims for benefits Closing Date. Seller has notified Purchasers that the termination of Employees incurred as one of its employees will take place on or before January 10, 2005. (b) Immediately following the Closing or the Transfer Date, whichever is applicable, Purchasers or one or more of their Affiliates may offer employment to employees of Sellers or their Affiliates involved in the conduct of the Adjustment PointLicensed Businesses, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of than the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithDesignated Employees.

Employees. Hersha Owner (a) From and after the Effective Time, Parent and the Merger Sub shall have the rights and obligations described in this Section 6.11 regarding the individuals who were employees of the Company immediately prior to the Effective Time and who continue employment with the Company, a Company Subsidiary or Parent following the Effective Time (or shall cause Hersha Lessee to) terminate “Continuing Employees”). With respect to any Continuing Employee (i) Parent and the Management Agreement Company shall confer and work together in good faith to determine appropriate employment terms, and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping servicesCompany shall, as such agreement is listed on Schedule 8.2(f) attached hereto (in good faith, cooperate with Parent and the service provider listed on Schedule 8.2(f) shall be referred assist Parent with its efforts to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into an offer letters, assignment of invention agreements and related documents after the New Management date of this Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on in any event prior to the Closing Date. In . (b) Within a reasonable period of time after the last business day of each month after the date of this Agreement and on or about the date that connectionis five (5) business days prior to the expected date on which the Closing will occur, Hersha Owner if there shall have been any change in the information required to be set forth in Section 4.10(f) of the Company Disclosure Schedule, the Company shall, deliver to Parent a revised Section 4.10(f) of the Company Disclosure Schedule, which sets forth each person who the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and Hersha Lesseethe regulations promulgated thereunder), as of the date such revised Section 4.10(f) do is delivered to Parent. (c) Parent, in the event it does not anticipate continue the termination of any employee welfare benefit plans sponsored and maintained by the Company, will take commercially reasonable efforts to cause Continuing Employees to be eligible for employee welfare benefits that are substantially similar in the aggregate to the benefits provided to similarly situated employees of Parent or its Subsidiaries. To the Hotel employed extent Parent elects to have Continuing Employees, and their eligible dependents where applicable, participate in Parent’s employee benefit plans, programs or policies following the Closing Date, (i) Parent will allow such Continuing Employees, and their eligible dependents where applicable, to participate in such plans, programs and policies on terms substantially similar to those provided to similarly situated employees of Parent or its Subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such plans, programs and policies for years of service with Company (or any of its Subsidiaries) prior to the Closing Date, provided such credit does not result in duplication of benefits, and (iii) Parent, to the extent required by Hotel Manager applicable Law and as permitted by the terms of the applicable group health plans, will give credit for any co-payments or deductibles paid during the Staffing Company year in connection with which the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for Closing Date occurs and shall will cause the timely payment of any and all liability pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived. (d) At the request of Parent, and effective immediately prior to the Effective Time, or respecting employees of at such earlier time and date as the Hotel employed by Hotel Manager or the Staffing Company (collectivelyand Parent may agree, the ‘Employees”)Company will grant or issue, having accrued through the Adjustment Pointto such persons as Parent may designate, including liability for payment such number of all Employees’ wagesCompany Common Shares subject to Repurchase Rights, bonusesor Company Options with respect to such number of Company Common Shares, commissionsas Parent may designate. Any such sales or grants of Company Common Shares, any such Repurchase Rights and other forms of compensation earned by and due and owing to Employees any such Company Options shall be on such terms as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithParent may designate.

Employees. Hersha Owner shall 9.1 With effect from the Effective Date: 9.1.1 All the employees, staff and workmen of the Demerged Company engaged in the Demerged Undertaking as on the Effective Date (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing AgreementDemerged Employees”) for shall become the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed Resulting Company on terms and conditions no less favourable than those on which they are engaged by Hotel Manager the Demerged Company without any break or interruption in service as a result of the Staffing transfer of the Demerged Undertaking of the Demerged Company in connection to the Resulting Company. 9.1.2 The Resulting Company agrees that the services of all the Demerged Employees with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) Demerged Company prior to the transfer, as aforesaid, shall be responsible taken into account for the purposes of all benefits to which the Demerged Employees may be eligible, and accordingly, the period of service of the Demerged Employees shall cause be reckoned therefore from the timely payment date of any their respective appointment in the Demerged Company. 9.1.3 The contributions, and all liability to or respecting employees of accretions thereto, in the Hotel employed by Hotel Manager or the Staffing Company (collectivelyGovernment provident fund account, the ‘Employees”)superannuation fund, having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, gratuity fund and other forms benefit funds if any, of compensation earned by and due and owing to which the Demerged Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following are members or beneficiaries till the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing shall, with the approval of the concerned authorities, be transferred (in such proportion as is referable to the Demerged Employees being transferred to the Resulting Company) to the relevant funds of the Resulting Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (benefit of the “New Staffing Agreement”)Demerged Employees on terms no less favourable. In the event that the Resulting Company has its own funds in respect of any of the funds referred to above, such investments shall, subject to the necessary approvals and Hersha Lessee permissions, be transferred to the relevant funds of the Resulting Company. In the event that the Resulting Company does not have its own fund in respect of any of the aforesaid matters, the Resulting Company may, subject to necessary approvals and Lessee JV agree permissions, continue to reasonably cooperate with each other contribute in connection therewithrespect of the employees engaged in the Demerged Undertaking to the relevant funds of the Demerged Company, until such time that the Resulting Company creates its own fund, at which time the investments and contributions pertaining to the employees of the Demerged Undertaking shall be transferred to the funds created by the Resulting Company. In case, necessary approvals are not received by the Effective Date and there is delay, all such amounts shall continue to be administered by the Demerged Company in trust for the Resulting Company from the Effective Date till the date of actual transfer and, on receiving the approvals all the accumulated amounts till such date, shall be transferred to the respective funds of the Resulting Company suo moto.

Employees. Hersha Owner shall (or a) Effective as of immediately prior to the Effective Time, Seller shall cause Hersha Lessee the Company and its Subsidiaries to terminate the employment of all employees of the Company or any of its Subsidiaries (the “Termination of Employees”), including, without limitation, each of the nine (9) employees (each, an “EA Employee” and collectively, the “EA Employees”) who are parties to written employment agreements with the Company as set forth on Schedule 5.16(a)(i) (individually, an “Employment Agreement” and collectively, the “Employment Agreements”). Neither Seller nor the Company has taken any action, and following the Closing Seller shall not take any action, to waive, modify, reduce or amend any of the restrictive covenants concerning confidentiality, non-solicitation and non-competition contained in the Employment Agreements, other than terminating the employment of each EA Employee and the term of each EA Employee’s employment under his Employment Agreement in accordance with the immediately preceding sentence. Subject to Purchaser’s normal application and hiring process (including, without limitation, any of Purchaser’s normal holding or probationary periods), Purchaser shall make offers of employment to, and shall make all reasonable efforts to hire and retain, commencing on the Closing Date, all of the individuals who were employees of the Company or any of its Subsidiaries immediately preceding the Termination of Employees except (I) terminate those individuals set forth on Schedule 5.16(a)(ii), (II) the EA Employees and (III) those individuals who were on leave and were not providing services to the Company or any of its Subsidiaries as of immediately preceding the Termination of Employees (an accurate list of which is set forth on Schedule 5.16(a)(iii)) (such individuals, together, the “Non-Eligible Employees”), on substantially the same terms as employed by the Company and/or its Subsidiaries immediately prior to the Closing Date (“Purchaser’s Offer of Employment”). In the event that any Non-Eligible Employee referred to in clause (III) above was not performing services because such Non-Eligible Employee was on leave, and such Non-Eligible Employee becomes available to return to employment with the Company and/or its Subsidiaries, then, subject to Purchaser’s normal application and hiring process (including, without limitation, any of Purchaser’s normal holding or probationary periods), Purchaser shall make offers of employment to, and shall make all reasonable efforts to hire and retain, such returning employees as soon as practicable once they are ready to return to employment. In making Purchaser’s Offer of Employment, solely for purposes of calculating time off benefits under Purchaser’s benefit policies, Purchaser shall provide credit to such employees for the time of service of such employees with the Company or its Subsidiaries. Without limiting the foregoing, Purchaser shall cause to be hired or retained those employees of the Company and of each of its Subsidiaries necessary to avoid triggering, violating or causing Seller or its Affiliates to have any liability or obligation under the WARN Act. (b) No later than the date before the Closing, Seller shall cause the Company to transfer the plan sponsorship of the Company’s 401(k) Plan to Seller and Seller shall accept such sponsorship including all rights provided in the Company’s 401(k) Plan documents for control over the Company’s 401(k) Plan and its related trust. All assets and liabilities of the Company’s 401(k) Plan shall remain in the 401(k) trust for such Plan and shall be governed thereunder. Following such transfer of the Company’s 401(k) Plan sponsorship to Seller, but not later than the date before the Closing, Seller shall adopt resolutions causing such 401(k) Plan to be terminated prior to the Effective Time. Purchaser shall permit all employees of the Company and of each of its Subsidiaries accepting Purchaser’s Offer of Employment to participate in the 401(k) Plan available to employees of Purchaser under the same terms and conditions as other employees of Purchaser and to roll over their Company 401(k) Plan account balances to Purchaser’s 401(k) Plan. Following the Closing, Seller shall, in accordance with IRS regulations, deliver to all terminated employees of the Company or any of its Subsidiaries all W-2 and related federal income tax return notices for time periods preceding the Closing. (c) On and after the Closing Date, Purchaser shall be solely responsible to offer COBRA continuation coverage, including any COBRA continuation coverage under applicable state law, to any person employed by the Company or any of its Subsidiaries immediately prior to the Termination of Employees who accepts Purchaser’s Offer of Employment and becomes an employee of Purchaser at or after the Closing (collectively, “Newly Hired Employees”). Seller shall retain the sole responsibility to offer COBRA continuation coverage, including any COBRA continuation coverage under applicable state law, to any person terminated by the Company or any of its Subsidiaries at any time prior to the Effective Time other than Newly Hired Employees. Purchaser shall cause (i) all Newly Hired Employees who were covered under Seller’s medical insurance plan prior to the Management Agreement Termination of Employees to be covered under Purchaser’s medical insurance plan commencing on December 1, 2012, and (ii) each Newly Hired Employee who was not covered under Seller’s medical insurance plan prior to the Termination of Employees due to the fact that certain staffing agreement the applicable eligibility waiting period under such plan for such Newly Hired Employee has not expired as of the Closing Date to be covered under Purchaser’s medical insurance plan commencing on the earlier of (A) the “Staffing Agreement”) for the provision of housekeeping services, as date that such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), Newly Hired Employee would have been covered under Seller’s medical insurance plan if such person’s employment with the understanding that Lessee JV shall simultaneously enter into Company or its Subsidiary had not been terminated as herein contemplated, the New Management Agreement Closing had not occurred, and such person had remained continuously employed by the Company or its Subsidiary through the date of expiration of the applicable eligibility waiting period under Seller’s medical insurance plan for such person or (as defined hereinB) and a New Staffing Agreement (as defined herein) on the date of expiration of the applicable eligibility waiting period under Purchaser’s medical insurance plan for such Newly Hired Employee assuming such person’s employment commencement date with Purchaser is the Closing Date. (d) Consistent with the provisions of Section 5.16(a) above, at or prior to the Effective Time each EA Employee will be terminated as an employee of the Company. In Seller shall be solely responsible for all obligations owed to each EA Employee under the Employment Agreements to pay bonuses, continued salary amounts or severance amounts (collectively, the “Employee Severance Obligations”). Seller represents and warrants to Purchaser that connection, Hersha Owner (Schedule 5.16(a)(i) sets forth the applicable Employee Severance Obligation owed to each EA Employee. Seller shall use commercially reasonable efforts to secure a full and Hersha Lessee) do not anticipate complete release of liability of the termination Company and each Subsidiary from each EA Employee of any all Employee Severance Obligations owed to such EA Employee. Purchaser may offer to hire all of such EA Employees as newly hired at will employees of the Hotel employed by Hotel Manager or the Staffing Company Purchaser in connection with the transactions contemplated hiring process set forth in Section 5.16(a) above, with Purchaser being responsible for any retention bonus that Purchaser may, in its sole discretion, offer to such EA Employees. (e) If, prior to or following the Closing, the aggregate amount of Employee Severance Obligations paid by Seller to all of the EA Employees is less than $3,000,000 in the aggregate, then, to the extent not included in the determination of the Closing Cash Consideration, Seller shall promptly pay to Purchaser fifty percent (50%) of the amount of such difference (“Purchaser’s Severance Reimbursement Amount”). Purchaser shall have the option to offset such amount owed by Seller against the Holdback Amount rather than having Seller pay such amount to Purchaser. Any payments of Purchaser’s Severance Reimbursement Amount made by Seller pursuant to this Agreement. Hersha Owner (and/or Hersha LesseeSection 5.16(e) shall be responsible for and shall cause treated as an adjustment to the timely payment of any and all liability to or respecting employees of Transaction Consideration by the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithParties.

Employees. Hersha Owner (a) For the period commencing on the Closing Date and ending on the date that is [**] following the Closing Date (or, if earlier, the date of termination of the applicable Continuing Employee), the Buyer shall (or shall cause Hersha Lessee to) terminate provide all Continuing Employees with (i) an annual base rate of salary or wages and annual cash incentive opportunities (excluding transaction-related incentives) that are no less favorable to those compensation arrangements provided by the Management Agreement Company as of immediately prior to the Closing and (ii) employee benefits and other compensation arrangements (excluding any equity-based arrangements, transaction-related compensation, benefits provided under a defined benefit plan and retiree medical or other retiree welfare benefits) that certain staffing agreement are substantially similar in the aggregate (including with respect to the type of benefit and cost to the employee) to those employee benefits and other compensation arrangements provided by the Company under the Company Plans as of immediately prior to the Closing; provided, that the contribution matching policy under the Buyer 401(k) Plan shall be deemed to be substantially similar to the matching policy under the Company 401(k) Plan for purposes of determining whether the benefits provided by the Buyer following the Closing are substantially similar in the aggregate to the employee benefit arrangements provided by the Company under the Company Plans prior to the Closing Date. (b) From and after the Closing Date, the Buyer will, or will cause the Company to, recognize the prior service with the Company or its Subsidiaries of each individual who is a Continuing Employee in connection with all employee benefit plans of the Buyer or its Affiliates in which Continuing Employees are eligible to participate following the Closing Date, for purposes of eligibility, vesting and, with respect to paid time off or severance only, the determination of the level of benefits (but otherwise not for purposes of benefit accruals or benefit amounts) or to the extent that such recognition would result in duplication of benefits. From and after the Closing Date, the Buyer will use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods (to the extent that such waiting periods would be applicable, taking into account service with the Company) under any group health, dental, or vision benefit plans of the Buyer to be waived with respect to Continuing Employees and their eligible dependents who become covered by such plans, except to the extent such individual was or would have been subject to such exclusion under the Company Plans immediately before the Closing Date. (c) Effective on or as soon as administratively practicable following the Closing Date, each Continuing Employee who is a participant in the Company 401(k) Plan (each, a “401(k) Participant”) shall be allowed to participate in a qualified cash or deferred arrangement under Section 401(k) of the Code that is sponsored and maintained by Buyer or one of its Affiliates (the “Staffing AgreementBuyer 401(k) Plan”). As soon as administratively practicable following the Closing Date, Buyer shall or shall cause or permit, as applicable, the account balances of each 401(k) Participant in the Company 401(k) Plan to be distributed in accordance with the terms of such plan, and the Buyer shall permit or cause an Affiliate of the Buyer to permit the 401(k) Participants who are participants in such plan to roll over any such distributions (including a rollover of any outstanding participant loans) into the Buyer 401(k) Plan. (d) Section 6.9 is included for the provision sole benefit of housekeeping servicesthe parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, as such including any Company Employee, any participant in any Company Plan or any beneficiary or trustee thereof. Section 6.9 shall not apply to any Company Employee covered by any collective bargaining agreement is listed on Schedule 8.2(f) attached hereto or other employee representation agreement and Buyer agrees to (and will cause its Subsidiaries to) comply with all terms and conditions of employment provided under any collective bargaining agreement or other employee representative agreement and with applicable Law. Nothing contained in this Agreement (express or implied) (i) is intended to require the service provider listed on Schedule 8.2(fBuyer to establish or maintain any specific Employee Benefit Plan for any length of time, (ii) is intended to create a Company Plan or any Employee Benefit Plan or amend any of the foregoing, (iii) is intended to confer upon any individual any right to employment or continued employment for any period of time, or any right to a particular term or condition of employment, or (iv) shall be referred construed to as indicate existence of employment relations between Company and any of its service providers (including contractors and consultants). Notwithstanding anything to the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated contrary in this Agreement, the parties do not intend for this Section 6.9 to create any rights or obligations except between the parties hereto. Hersha Owner (and/or Hersha Lessee) No Continuing Employee or other current or former Company Employee, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be responsible for and shall cause entitled to assert any claim against the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectivelyBuyer, the ‘Employees”)Company, having accrued through the Adjustment Pointor any of their respective Subsidiaries or Affiliates under this Section 6.9, nor shall any Company Employee or current or former Company Employee, including liability for payment of all Employees’ wagesany beneficiary or dependent thereof, bonuses, commissions, and other forms of be entitled to assert any claim as a party to this Agreement with respect to his or her compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithor benefits.

Employees. Hersha Owner (a) For a period of 12 months following the Closing Date, Acquiror shall provide, or cause the Company and each of its Subsidiaries to provide, to employees of the Company and its Subsidiaries base salary, annual bonus opportunities, and benefits (other than equity-based compensation) that in the aggregate are substantially similar to, the base salary, annual bonus opportunities and benefits provided to employees of the Company and its Subsidiaries immediately prior to the Effective Time; provided that employees of the Company will be provided with equity compensation substantially similar to similarly situated employees of Acquiror; provided, further, that no provision of this Section 5.11(a) shall give any employee of the Company or any of its Subsidiaries any right to continued employment or impair in any way the right of Acquiror, the Company or any of its Subsidiaries to terminate the employment of any employee. Acquiror shall honor, or shall cause Hersha Lessee toto be honored, the terms of all change in control, employment and severance agreements of the Company and its Subsidiaries in accordance with their terms as in effect immediately prior to the Effective Time, subject to the amendment and termination provisions of such agreements. Acquiror hereby acknowledges and agrees that the transactions contemplated by this Agreement shall constitute a “change in control,” change of control” or similar term under each of the Plans. At the Effective Time or, to the extent that the Company determines that it is required by Section 409A, on January 2, 2008, each of the payments on Section 5.11 of the Disclosure Letter shall be paid in full. (b) terminate Acquiror shall provide, or cause the Company and each of its Subsidiaries to provide, all current and former employees of the Company or any of its Subsidiaries full credit for purposes of eligibility, vesting and benefit accrual (but not including accrual of benefits under any defined benefit pension plan), under the employee benefit plans and arrangements maintained by Acquiror or the Company, its Subsidiaries or Affiliates in which such employees participate after the Effective Time, for such employees’ service with the Company, its Subsidiaries or their respective Affiliates or predecessors prior to such date to the extent such employee was credited for such service before the Effective Time under any similar Plans, except as would result in a duplication of benefits. (c) With respect to all welfare benefit plans maintained by Acquiror or the Company or its Subsidiaries for the benefit of employees of the Company or any of its Subsidiaries on and after the Effective Time, each of the Company and Acquiror shall, or shall cause the Company’s Subsidiaries to (i) cause there to be waived any eligibility requirements or pre-existing condition limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to amounts paid by such employees with respect to similar plans maintained by the Company or any of its Subsidiaries prior to the Effective Time (d) For fiscal year 2007, the Company shall pay each Employee employed as of February 28, 2008 and participating as of immediately prior to the Effective Time in any Plan that is an annual bonus plan (a “Bonus Plan”), each of which is listed on Section 5.11(d) of the Disclosure Letter and has been provided to Acquiror, a bonus on February 28, 2008 equal to the amount determined in accordance with the terms of the relevant Bonus Plan by a three-person committee that includes the Chief Executive Officer of the Company as of immediately prior to the Effective Time, acting by a majority vote, not to exceed the maximum amount payable under the relevant Bonus Plan, to be payable to such Employee for such fiscal year based on the Company’s and the individual’s actual performance for the 2007 fiscal year and the Company’s accruals on its financial statements with respect to such bonuses, provided that (i) the Management Agreement aggregate amount to be allocated by such committee and paid out by the Company shall be not less than 85% of budgeted amounts if EBITDA (determined in accordance with the Company’s past practices) for the bonus period is $16.1 million, which percentage shall increase linearly to be not less than 100% if EBITDA (determined in accordance with the Company’s past practices) for the bonus period is $18 million or greater and (ii) that certain staffing agreement in the event that, at or following the Effective Time and before February 28, 2008, the Employee’s employment shall be terminated by the Company without Cause (as defined below) or the “Staffing Agreement”) for Employee shall terminate employment by reason of the provision of housekeeping servicesEmployee’s death or Disability (as defined below), the Employee (or the Employee’s estate or representative, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(fapplicable) shall be referred entitled to payment of a bonus as if such Employee had remained employed through February 28, 2008. Company performance in respect of calculations made under the Bonus Plans for the 2007 fiscal year shall be calculated without taking into account any expenses or costs associated with or arising as a result of transactions contemplated by this Agreement, and no bonuses for the fiscal year in which the Effective Time occurs shall be subject to negative discretion by the administrator for the Bonus Plan. “Staffing Company”)Cause” shall mean (i) an Employee’s conviction of a felony, (ii) an Employee’s continued refusal to substantially perform his or her duties with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement Company or (as defined hereiniii) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination willful violation of any employees of Acquiror’s material policies, which have been provided to the Hotel employed by Hotel Manager or the Staffing Company Employee in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer advance of such Employees as of violation. “Disability” has the Adjustment Point. Promptly following meaning set forth in the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating Company’s long term disability plan applicable to the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithEmployee.

Employees. Hersha Owner (a) Neither the Buyer nor any of its Affiliates shall (have any liability or shall cause Hersha Lessee to) terminate responsibility for any (i) claims arising out of the Management Agreement and employment by the Seller of any current or former Employee or a beneficiary or dependent thereof or (ii) that certain staffing agreement (benefits payable in respect of any current or former Employee under the “Staffing Agreement”) Employee Benefit Plans. The Seller shall remain solely responsible for any and all liabilities, obligations and commitments in respect of such current or former Employee relating to or arising out of or as a result of the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and employment or the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the actual or constructive termination of employment of any employees of such current or former Employee by the Hotel employed by Hotel Manager or the Staffing Company Seller (including in connection with the transactions contemplated in this Agreementconsummation of the Transaction). Hersha Owner (and/or Hersha Lessee) The Seller shall be remain responsible for and shall cause the timely payment of any and all severance, retention, change in control or other similar compensation or benefits under the various plans and arrangements maintained or entered into by the Seller and that are or may become payable in connection with the consummation of the Transaction, provided, however, that notwithstanding anything to the contrary in this Agreement, and without assuming any liability or responsibility therefore, $2,500,000 of the Purchase Price provided by the Buyer shall be used by the Seller to pay for certain costs related to the closure of the Edison Facility, including, but not limited to, severance or retention payments to employees. (b) From and after the Closing Date, the Seller shall remain solely responsible for any and all liabilities to or respecting employees in respect of the Hotel employed by Hotel Manager Employees or their beneficiaries or dependents relating to or arising in connection with any claims (whether such claims or liabilities are asserted before, on or after the Closing) incurred before, on, or after the Closing under the Employee Benefit Plans which provide life, disability, accidental death or dismemberment, worker’s compensation, medical, dental or health benefits. (c) From and after the Closing, the Seller shall remain solely responsible for any and all liabilities relating to health care continuation coverage required to be provided under the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA Coverage”) to Employees and their eligible dependents in respect of qualifying events occurring before, on, or after the Closing Date. Following the Closing Date, Seller or a member of the "selling group” (as such term is defined in Treasury Regulation Section 54.4980B-9) that includes the Seller, shall maintain a group health plan currently in effect as of the Closing Date until the latest date on which any current or former Employee, or the Staffing Company eligible dependent of any such current or former Employee, is entitled to COBRA Coverage. (collectivelyd) From and after the Closing, the ‘EmployeesSeller shall remain solely responsible for any and all obligations that might arise under the Worker Adjustment Retraining Notification Act ("WARN”), having accrued through 29 U.S.C. Section 2101 etseq., or under any similar provision of any federal, state, regional, foreign or local law, rule or regulation (hereinafter referred to collectively as "WARN Obligations”) arising as a result of any employment losses occurring prior to, on or after the Adjustment PointClosing Date with respect to all current and former Employees including, but not limited to, Employees associated with the Edison Facility. (e) The Seller shall retain all collective bargaining agreements, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithemployee benefit obligations thereunder.

Employees. Hersha Owner ‌ (a) After the Closing, GGB shall maintain any Employee Benefit Plan in effect as of the date hereof. (b) GGB agrees that each employee of the Companies who remains employed by any of the Companies or GGB after Closing (a Continuing Employee) shall, as of the Closing Date (or the applicable termination of such employee’s Employee Benefit Plan), receive full credit for service with the Company prior to the Closing Date for purposes of determining eligibility to participate, vesting and benefit accrual under the employee benefit plans, programs and policies (including paid-time off) of GGB in which such Continuing Employee‌ becomes a participant (excluding any service for accrual of benefits under any defined benefit pension plan); provided, however, that nothing herein shall result in the duplication of any benefits for the same period of service. With respect to each health or welfare benefit plan maintained by GGB for the benefit of the Continuing Employees (including medical, dental, pharmaceutical or vision benefit plans), GGB shall (x) cause to be waived any eligibility waiting periods, any evidence of insurability requirements or shall cause Hersha Lessee to) terminate (i) required physical examinations, actively-at-work requirements and the Management Agreement application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable health or welfare benefit plan of the Company immediately prior to the Closing Date; and (iiy) that certain staffing agreement cause each Continuing Employee to be given credit under such plan for all amounts paid (the “Staffing Agreement”or otherwise deemed paid) by such Continuing Employee under any similar employee benefit plan for the provision plan year that includes the Closing Date for purposes of housekeeping servicesapplying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by the Company, as such agreement is listed on Schedule 8.2(f) attached hereto applicable, for the plan year in which the Closing Date occurs; provided, however, that GGB obligations under this clause (and the service provider listed on Schedule 8.2(fy) shall be referred subject to as its receipt of all necessary information, from either the “Staffing Company”)Company or such Continuing Employee, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Daterelated to such amounts paid by such Continuing Employee. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated The requirements set forth in this Agreement. Hersha Owner (and/or Hersha Lessee) subsection shall be responsible for and shall cause the timely payment apply regardless of any and all liability to when a Continuing Employee becomes a participant in a GGB employee benefit plan or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithprogram.

Employees. Hersha Owner shall (or a) Following the Closing, the Buyer shall cause Hersha Lessee tothe Company to ensure that all persons (other than Company Employees who are party to written employment agreements, which agreements shall govern the employment terms of such Company Employees) terminate (i) who were employed by the Management Agreement Company and (ii) that certain staffing agreement its Subsidiaries immediately preceding the Closing Date, including those on vacation, leave of absence or disability (the “Staffing Agreement”"COMPANY EMPLOYEES"), will remain employed in a comparable position on and immediately after the Closing Date, at not less than the same base rate of pay for at least 180 days after the Closing Date; PROVIDED, HOWEVER, that nothing contained herein shall prevent the Company from treating all Company Employees (other than Company Employees who are party to written employment agreements with the Company) as at-will employees, or taking such employment actions as necessary in the ordinary course of business. At any time prior to 180 days after the Closing Date, the Company shall not and the Buyer shall cause the Company to not effectuate a "mass layoff" or "plant closing" as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), or comparable conduct under any applicable state Law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company or any of its Subsidiaries without complying fully with the requirements of WARN. (b) To the extent that service is relevant for purposes of eligibility, vesting, calculation of any benefit, or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Company (other than any defined benefit pension plan) following the Closing Date for the provision benefit of housekeeping servicesCompany Employees, such plan, program or arrangement shall credit such employees for service on or prior to the Closing Date that was recognized by the Company, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”)case may be, for purposes of employee benefit plans, programs or arrangements maintained by any of them. In addition, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement respect to any welfare benefit plan (as defined hereinin Section 3(l) of ERISA) established or maintained by the Company following the Closing Date for the benefit of Company Employees, such plan shall waive any 39 pre-existing condition exclusions and provide that any covered expenses incurred on or before the Closing Date by an Company Employee or by a New Staffing Agreement (as defined herein) on covered dependent shall be taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement 6.1 The Resulting Company undertakes to engage, on and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee all employees of the Demerged Company relatable to the Investment Segment and Lessee JV shall jointly contact each Staffing which employees are in the employment of the Demerged Company and commence discussions for terminating as on the Staffing Agreement and entering into a new staffing agreement for the Hotel Effective Date (the “New Staffing AgreementTransferred Employees”) on the same terms and conditions on which they are engaged by the Demerged Company, without any interruption of service as a result of the demerger. The Resulting Company undertakes to continue to abide by any agreement / settlement entered into by the Demerged Company in respect of the Investment Segment with any union/employee of the Demerged Company being the Transferred Employees. The Resulting Company agrees that for the purpose of payment of any compensation, gratuity and other terminal benefits, the past services of the Transferred Employees with the Demerged Company shall also be taken into account, and agrees and undertakes to pay the same as and when payable. 6.2 In so far as the existing gratuity fund trust created by the Demerged Company for its employees (including the Transferred Employees) is concerned, the part of the fund referable to the Transferred Employees shall be continued for the benefit of the Transferred Employees pursuant to this Scheme in the manner provided hereinafter. The Resulting Company shall have the obligation to take all necessary steps to set up its own fund as soon as practicable. In the event that the Resulting Company has set up its own fund (similar to the fund of the Demerged Company referred to above), the amount in such fund in respect of contributions pertaining to the Transferred Employees of the Investment Segment shall, subject to the necessary approvals and Hersha Lessee permissions, if any, be transferred to the relevant fund of the Resulting Company. Until such time that the Resulting Company creates its own fund, the Resulting Company may, subject to necessary approvals and Lessee JV agree permissions, if any, continue to reasonably cooperate with each other contribute in connection therewithrespect of the Transferred Employees to the relevant fund of the Demerged Company. At the time that the Resulting Company creates its own fund, the contributions pertaining to the Transferred Employees shall be transferred to the fund created by the Resulting Company.

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement 15.1. On and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee all permanent employees relating to the Demerged Undertaking, as were employed by the Demerged Company, immediately before such date, shall become the employees of the Resulting Company with the benefit of continuity of service and Lessee JV without any break or interruption in service. It is clarified that the employees of the Demerged Undertaking, who become employees of the Resulting Company by virtue of this Scheme, shall jointly contact each Staffing continue to be governed by the same terms of employment as were applicable to them immediately before the demerger. The Resulting Company and commence discussions for terminating undertakes to abide by any agreement/settlement, if any, entered into by the Staffing Agreement and entering into a new staffing agreement Demerged Company with any of its respective employees thereof. The Resulting Company further agrees that for the Hotel (purpose of payment of any retrenchment compensation, or any other benefits and incentives, if any, such past services with the “New Staffing Agreement”Demerged Company shall be taken into account. 15.2. It is expressly provided that, on the Effective Date, the provident fund, gratuity fund, superannuation fund created or any other special fund existing for the benefit of the employees of the Demerged Company, in relation to the Demerged Undertaking shall become the funds of the Resulting Company, for all purposes whatsoever in relation to the administration or operation of such fund(s) or in relation to the obligation to make contributions to the said fund(s) in accordance with the provisions thereof as per the terms provided in the respective trust deeds, if any, to the end and intent that all rights, duties, powers and obligations of the Demerged Company, in relation to the Demerged Undertaking in relation to such fund(s) shall become those of the Resulting Company. These funds shall, subject to the necessary approvals and permissions and at the discretion of the Resulting Company, either be continued as separate funds of the Resulting Company for the benefit of the employees of the Demerged Undertaking or be transferred to and merged with other similar funds of the Resulting Company. It is clarified that the services of the employees of the Demerged Company, in relation to the Demerged Undertaking shall be treated as having been continuous for the purpose of the said fund(s); and 15.3. With effect from the date of filing of this Scheme with the NCLT and up to and including the Effective Date, the Demerged Company shall not vary or modify the terms and Hersha Lessee and Lessee JV agree to reasonably cooperate conditions of employment of any of its employees, except with each other in connection therewiththe prior written consent of the Resulting Company.

Employees. Hersha Owner shall (a) To the extent permissible under the applicable provisions of the Code and ERISA, for purposes of crediting periods of service for eligibility to participate, entitlement to benefits and vesting, but not for pension benefit accrual purposes, under employee pension benefit plans (within the meaning of ERISA Section 3(2)) and employee welfare plans (within the meaning of ERISA Section 3(1) maintained by Xxxx or Xxxx Bank, as applicable (other than Troy's Employee Stock Ownership Plan), individuals who are employees of Catskill or any Catskill Subsidiary at the Effective Time and who become eligible to participate in such plans will be credited with periods of service with Catskill or any Catskill Subsidiary (or with any predecessor to Catskill or any Catskill Subsidiary, to the extent such service is credited for such purposes under the corresponding Plan) before the Effective Time as if such service had been with Xxxx or Xxxx Bank, as applicable. (b) If required by Xxxx in writing delivered to Catskill not less than five business days before the Closing Date, Catskill and each Catskill Subsidiary, as applicable, shall, on or before the day immediately preceding the Closing Date, terminate the Catskill Bank 401(k) Plan and any other Plan that includes a qualified cash or deferred arrangement within the meaning of Code Section 401(k) (collectively, the "401(k) Plans") and no further contributions shall cause Hersha Lessee tobe made to any 401(k) terminate Plan after such termination. Catskill shall provide to Xxxx (i) certified copies of resolutions adopted by the Management Agreement Board of Directors of Catskill or such Catskill Subsidiary, as applicable, authorizing such termination and (ii) that certain staffing agreement (an executed amendment to each 401(k) Plan in form and substance reasonably satisfactory to Xxxx to conform the “Staffing Agreement”) plan document for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), Plan with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees all applicable requirements of the Hotel employed by Hotel Manager or Code and regulations thereunder relating to the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer tax-qualified status of such Employees as of Plan. Xxxx and Xxxx Bank will not be obligated to make any matching or other employer contributions to any 401(k) Plan after the Adjustment Point. Merger. (c) Promptly following the Effective DateTime, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating as a result of the Staffing Agreement and entering into a new staffing agreement for transactions contemplated hereby, the Hotel Catskill Employee Stock Ownership Plan (the “New Staffing "Catskill ESOP") will be terminated and the obligations of Xxxx or any of its Subsidiaries shall be limited to those actions which are necessary to terminate the ESOP. Xxxx or its Subsidiaries, as applicable, will take commercially reasonable actions consistent with the Catskill ESOP (i) to cause the trustee of the Catskill ESOP to repay the outstanding balance of its stock acquisition loan with the proceeds received by the Catskill ESOP hereunder with respect to unallocated shares of Catskill Common Stock and (ii) to terminate the Catskill ESOP, subject to receipt of a favorable determination letter from the IRS concerning the qualified status of the Catskill ESOP and the adoption of any amendments to the Catskill ESOP that may be necessary in order to obtain such determination letter. No employee of Catskill or any Catskill Subsidiary shall be eligible to become a participant in the Catskill ESOP after the Effective Time. (d) After the Effective Time, except to the extent that Xxxx or its Subsidiaries continues Plans in effect, employees of Catskill or its Subsidiaries who become employed by Xxxx or any of its Subsidiaries will be eligible for employee benefits that Xxxx or such Subsidiary, as the case may be, provides to its employees generally and, except as otherwise required by 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. Xxxx will or will cause Xxxx Bank to (i) give credit to employees of Catskill and its 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 the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of Xxxx or Xxxx Bank, equal to 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 Catskill or its Subsidiaries and to waive preexisting condition limitations to the same extent waived under the corresponding Plan. (e) After the Subsidiary Merger and the Bank Merger, Xxxx and each relevant Xxxx Subsidiary will honor, without modification, and perform the obligations of Catskill and Catskill Bank under, the contracts, plans and arrangements listed in Section 6.5(e) of the Catskill Disclosure Schedule. (f) After the Effective Time, Xxxx and each relevant Xxxx Subsidiary will provide a severance benefit to each full-time employee of Catskill or any Catskill Subsidiary immediately before the Effective Time (other than any such employee who is a party to any written agreement relating to employment or severance described in Section 3.12(a) hereof) and whose employment is terminated involuntarily, other than for "Cause" (as defined below), and Hersha Lessee and Lessee JV agree by Xxxx or such Xxxx Subsidiary as of the Effective Time or within three months thereafter. The severance benefit shall consist of continuation of such employee's base salary or wages for a period equal to reasonably cooperate (i) two weeks multiplied by (ii) the number of full years of continuous service completed by such employee with each Catskill or any Catskill Subsidiary, up to a maximum of 26 weeks, as if such employee had continued to be employed on a full-time basis by Xxxx or such Xxxx Subsidiary during such period, subject to applicable tax withholding. For purposes of this Section 6.5(f), "Cause" shall mean the employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, failure to perform stated duties, violation of any law, rule, or regulation (other in connection therewiththan traffic violations or similar offenses) or final cease-and-desist order.

Employees. Hersha Owner (a) Prior to the Effective Time, the Company shall pay all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries, as well as all compensation and benefits earned and required to be paid prior to the Effective Time pursuant to the terms of an individual agreement with any employee, former employee, director or former director in effect as of the date hereof, it being understood that the amounts payable in the three sale incentive bonus pools shall not exceed the amounts set forth in Schedule 5 of the Disclosure Schedule. (b) During the period from the Effective Time until the first anniversary thereof (the "Employment Continuation Period"), Parent shall provide for each employee of the Surviving Corporation or its subsidiaries (each, an "Employee"), so long as he or she is actively employed by the Surviving Corporation (or as required by law), and for each former employee of the Company or one of its subsidiaries, to the extent such person has rights thereto immediately prior to the Effective Time (collectively, "Company Employees") (i)(A) to continue to participate in the Company's welfare benefit plans and the Company's compensation plans, employee incentive programs and bonus plans (including, without limitation, hospitalization, medical, prescription, dental, disability, salary continuation, vacation, accidental death, travel accident, and individual or group life or other insurance) (each, a "Company Plan"), as each such Company Plan is in effect on the date of this Agreement (without modification or amendment) during the period commencing at the Effective Time through December 31, 1998, and (B) during the period commencing January 1, 1999 through the first anniversary of the Effective Time, the Surviving Corporation shall provide the Company Employees with benefits that are at least as valuable in the aggregate to such Company Employee as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, to waive any pre-existing condition clause or waiting period requirement in such welfare benefit plans or programs and to give credit for deductible amounts and co-payments paid by a Company Employee during the current deductible year prior to the Effective Time; (ii) participation in such tax-qualified retirement plans of Parent (or an Affiliate of Parent), which shall provide in the aggregate benefits that are at least as valuable as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, and to grant each Company Employee credit under such plans, for eligibility and vesting purposes, for such Company Employee's service with the Company and its Affiliates prior to the Effective Time, except to the extent it would result in a duplication of benefits with respect to the same period of service; and (iii) participation in such other benefit plans and programs of Parent and its Affiliates (including without limitation, bonus, deferred compensation, incentive compensation, stock purchase, stock option, excess and supplemental retirement, severance or termination pay, and fringe benefits) which, in the aggregate will provide benefits to Company Employees which are no less favorable in the aggregate under those provided to employees of Parent and its Affiliates in comparable positions of employment; provided, however, that except as set forth in clause (i)(A) above nothing herein shall prevent the amendment or termination of any specific plan, program or amendment or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Notwithstanding anything in this Agreement to the contrary, Parent shall cause Hersha Lessee tothe Surviving Corporation to honor (without modification) terminate and assume (i) the Management Agreement written employment agreements, severance agreements, indemnification agreements with existing directors and officers of the Company and (ii) incentive arrangements and other agreements listed in Schedule 5 of the Disclosure Schedule, all as in effect on the date of this Agreement. Nothing in this Section 6.7 shall require the continued employment of any person, or, except as set forth in this Section 6.7, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time could have taken or refrained from taking. The parties agree that certain staffing agreement Company severance plans and policies in effect as of the date hereof shall remain in effect for at least the one-year period commencing at the Effective Time. During such one-year period, any Company Employee whose employment is terminated by the Surviving Corporation or any of its subsidiaries (other than a Company Employee terminated for cause or a Company Employee who is a "site" Employee terminated upon the “Staffing Agreement”cancellation of an outsourcing agreement, which employees shall only be entitled to severance benefits, if any, provided to employees of Parent (or an Affiliate of Parent ) for the provision in comparable positions of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(femployment under similar circumstances) shall be referred deemed to have been terminated as a result of a change of control of the “Staffing Company”), with the understanding that Lessee JV . For purposes of this Section 6.7 a termination for "cause" shall simultaneously enter into the New Management Agreement (as defined herein) and include a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination for deficient performance or for material violations of any employees Company policy. The provisions of this Section 6.7 are intended for the benefit of, and shall be enforceable by, current and former employees, officers and directors of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) and their respective heirs and legal representatives and shall be responsible for binding on all successors and shall cause the timely payment assigns of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithParent.

Employees. Hersha Owner (a) For purposes of participation and vesting (but not for accrual of benefits) of an employee of the Group Companies who continues to be employed by the Group Companies, Buyer or its Affiliates after the Closing Date (each, a “Company Employee”) in a benefit plan of Buyer or its Affiliates which is made available to the Company Employee (a “Buyer Benefit Plan”), the Company Employee shall be credited with all years of service for which such Company Employee was credited immediately before the Closing Date under any comparable Benefit Plan, except that the foregoing shall not apply to equity incentive compensation, any sabbatical plan, policy or arrangement or to the extent such credit would result in a duplication of benefits for the same period of service. In addition, without limiting the generality of the foregoing, Buyer or its Affiliates shall use commercially reasonable efforts to ensure: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Buyer Benefit Plans to the extent that coverage under such Buyer Benefit Plans replaces coverage under comparable Benefit Plans in which such Company Employee participated; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all preexisting condition exclusions and actively-at-work requirements of such Buyer Benefit Plan to be waived for such Company Employee and his or her covered dependents; and (iii) any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of the plan year of the Benefit Plan ending on the date such Company Employee’s participation in the corresponding Buyer Benefit Plan begins to be taken into account under such Buyer Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Buyer Benefit Plan. (b) Buyer or its Affiliates shall credit each of the Company Employees with an amount of paid vacation and sick leave days following the Closing Date equal to the amount of vacation time and sick leave days each such Company Employee has accrued but not yet used or cashed out as of the Closing Date under the relevant Company’s vacation and sick leave policies as in effect immediately prior to the Closing Date. (c) Buyer shall be solely responsible for any notices required to be given under, and to otherwise comply with, WARN resulting from Buyer’s or its Affiliates’ actions with respect to the layoff or termination of employment of any Company Employee after the Closing Date, and Seller shall be solely responsible for any notices required to be given under, and to otherwise comply with, WARN resulting from Seller’s or its Affiliates’ actions with respect to the layoff or termination of employment of any of its employees prior to the Closing Date. (d) Buyer shall, or shall cause Hersha Lessee one of its Affiliates to, provide to each Company Employee, who is not a party to an employment, severance, change in control or similar agreement or covered by a collective bargaining and whose employment is involuntary terminated without Cause by the Buyer or one of its Affiliates during the one-year period following the Closing, with severance benefits at least equal to those set forth on Schedule 6.7(d). (e) terminate Buyer shall, or shall cause one of its Affiliates to, comply with the obligations set forth in the JA Apparel 2013 Performance Incentive Plan (as amended) as in existence on the date hereof. In the event that the Buyer shall not have paid $1,010,000 in respect of bonuses pursuant to the JA Apparel 2013 Performance Incentive Plan as of April 1, 2014, on such date, Buyer shall pay the Stockholder Representative (on behalf of the Stockholders and Optionholders) an amount equal to the sum of the product of (A) the amount by which $1,010,000 exceeds the amount paid in respect of bonuses pursuant to the JA Apparel 2013 Performance Incentive Plan as of such date, plus the employer paid portion of any employment or payroll taxes with respect to such bonuses, multiplied by (B) (x) a fraction (a) the numerator of which is equal to the number of days which have elapsed in the 2013 calendar year as of and including the Closing Date and (b) the denominator of which is 365. (f) Nothing in this Section 6.7, express or implied, shall confer upon any employee of the Group Companies 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. (g) Nothing in this Section 6.7, express or implied, shall be construed to prevent Buyer from terminating or modifying to any extent or in any respect any Benefit Plan or Buyer Benefit Plan. (h) Nothing herein is intended to, and shall not be construed to, create any third party beneficiary rights of any kind or nature, including, without limitation, the right of any employee, Company Employee or other individual to seek to enforce any right to compensation, benefits, or any other right or privilege of employment with any of the Group Companies or Buyer. (i) the Management Agreement Nothing herein is intended to, and (ii) that certain staffing agreement (shall not be construed to, alter the “Staffing Agreement”at will” employment relationship between any employee who is employed on an at-will basis under applicable Law and any of the Group Companies subject to the terms of any employment agreements or collective bargaining agreements existing at Closing. (j) for Notwithstanding the foregoing or any other provision of housekeeping servicesthis Agreement, as such the terms and conditions of employment, including compensation and benefits, applicable to any Company Employee who is covered by a collective bargaining agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as governed by the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees terms of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for applicable collective bargaining agreement and shall cause the timely payment of any applicable state and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithfederal Laws.

Employees. Hersha Owner shall (or a) Upon consummation of the Closing, Buyer shall cause Hersha Lessee tothe Company to offer employment to each of the employees employed by AWI with respect to the (a) terminate at a reasonably comparable total compensation opportunity (reflecting the ------ value of the plans and programs set forth on Schedules 3.22, 3.23(a) and ----------------- 3.23(b), but not requiring the replication of such plans and programs), position --------------------------------------------------------------------- and, except as otherwise agreed to by any employee, within the same geographic area as held by each such employee immediately prior to the Closing Date (such employees who are given such offers of employment are referred to herein as the "Transferred Employees"). --------------------- (b) From and after the Closing Date, Buyer shall pay, discharge and be responsible for all salary, wages and benefits arising out of or relating to the employment of the Transferred Employees by Buyer on and after the Closing Date; provided, however, that with respect to employees on short-term disability as of the Closing Date, AWI shall assume and be liable for all long-term disability benefits that may arise in the event that any such employee is unable to return to active duty with the Company and becomes eligible for long-term disability benefits under the long-term disability plan applicable to such employee immediately prior to the Closing Date. (c) Buyer shall cause the Company to provide to each Transferred Employee (i) upon and after the Management Agreement and Closing, until the first anniversary of the Closing Date, the reasonably comparable total compensation opportunity (as described in subsection (a)) in effect from AWI immediately before the Closing, (ii) upon and after the Closing until the first anniversary of the Closing Date, and without limiting clause (i) of this subsection (c) or subsection (a) above, Employee Benefit Plans and programs (other than severance), that certain staffing agreement Buyer offers to its employees as of the Closing Date, it being understood that Buyer's Employee Benefit Plans and programs will include, without limitation, a defined contribution Pension Plan qualified under Section 401(a) of the Code, with a qualified cash or deferred feature as defined under Section 401(a) of the Code and the regulations thereunder, and a group health plan offering medical coverage to employees and eligible dependents, and (iii) upon and after the “Staffing Agreement”Closing, until the first anniversary of the Closing Date, severance benefits no less favorable than those offered by AWI immediately before the Closing, determined without regard to the Employment Protection Plan for Salaried Employees of Xxxxxxxxx World Industries, Inc. (d) On or before March 15, 2001, Buyer shall cause the Company to pay to each Transferred Employee the awards (not to exceed One Hundred Sixty Thousand Dollars ($160,000) in the aggregate) that would be payable to each such Transferred Employee under the (i) Xxxxxxxxx World Industries, Inc. Salaried Employees' Bonus Plan, (ii) Xxxxxxxxx World Industries, Inc. Management Achievement Plan and (iii) any applicable sales incentive plans (collectively, the "Incentive Compensation Plans"), based on the relevant performance, sales, ---------------------------- etc. for the provision of housekeeping servicesperiod beginning January 1, as such agreement is listed on Schedule 8.2(f) attached hereto (2000, and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) ending on the Closing Date. In that connectionAWI shall provide to the Company on or before March 1, Hersha Owner 2001, the information describing the amounts to be paid to each such Transferred Employee under the Incentive Compensation Plans. (e) All Transferred Employees shall receive credit for all purposes (including, without limitation, for purposes of eligibility and vesting provisions and provisions relating to waiting periods) under the Buyer's Employee Benefit Plans and programs for service with AWI and the Company (and Hersha Lesseeany predecessor service credited under the Plans), other than for purposes of benefit accrual under a defined benefit Pension Plan, and shall receive credit for all deductibles and co-payments incurred under group health or other Welfare Plans before the Closing. (f) do not anticipate Except as otherwise set forth herein or specifically agreed by the parties hereto, from and after the Closing, Sellers shall remain solely responsible for any and all liabilities, obligations and commitments in respect of the employees of AWI and the Company, including the Transferred Employees, and their beneficiaries and dependents, relating to or arising in connection with or as a result of (i) the actual termination of employment of any employees of the Hotel employed such employee by Hotel Manager AWI or the Staffing Company if any such event occurs before the Closing Date (including, without limitation, in connection with the consummation of the transactions contemplated in by this Agreement. Hersha Owner ) or (and/or Hersha Lesseeii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any Employee Benefit Plan, in each case, to the extent relating to, arising in or incurred in (as appropriate) periods prior to the Closing Date, including, without limitation, claims, whether such claims are asserted before, on or after the Closing Date, for medical, dental, hospitalization or other health benefits, services or other treatments, life, disability, accidental death or dismemberment, supplemental unemployment compensation or other welfare or fringe benefits or expense reimbursements which claims are based upon expenses incurred during periods before the Closing Date, including, without limitation, all such claims for health services, treatments or related expenses (including drugs, equipment and similar expenses) rendered, purchased or utilized before the Closing Date. (g) From and after the Closing Date, Sellers shall be remain solely responsible for and shall cause the timely payment of any and all liability liabilities, obligations or commitments relating to or respecting employees arising in connection with the requirements of section 4980B of the Hotel Code to provide continuation of health care coverage under any Employee Benefit Plan in respect of (A) employees, other than the Transferred Employees and their covered dependents, and (B) to the extent related to a qualifying event occurring before the Closing Date, Transferred Employees and their covered dependents. (h) Sellers and Buyer agree to (A) treat Buyer as a "successor employer" and AWI as a "predecessor," within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees who are employed by Hotel Manager Buyer for purposes of Taxes imposed under the United States Federal Unemployment Tax Act ("FUTA") or the Staffing Company United States Federal Insurance ---- Contributions Act (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, "FICA") and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably B) cooperate with each other to avoid, to the ---- extent possible, the filing of more than one IRS Form W-2 with respect to each such Transferred Employee for the calendar year within which the Closing occurs. (i) At the request of Buyer with respect to any particular applicable law relating to employment, unemployment insurance, social security, disability, workers' compensation, payroll, health care or other similar tax other than taxes imposed under FICA and FUTA, Sellers and Buyer will (A) treat Buyer as a successor employer and AWI as a predecessor employer, within the meaning of the relevant provisions of such applicable Governmental Rules, with respect to Transferred Employees who are employed by Buyer and (B) cooperate with each other to avoid, to the extent possible, the filing of more than one individual information reporting form pursuant to each such applicable law with respect to each such Transferred Employee for the calendar year within which the Closing occurs. (j) Effective as of the Closing, Buyer shall cause the Company to establish or maintain a defined contribution Pension Plan which shall be qualified under Section 401(a) of the Code upon and after the Closing (the "Company Plan"). With respect to Transferred Employees, Seller shall arrange for ------------ the Trustees of the Retirement Savings and Stock Ownership Plan of Xxxxxxxxx World Industries, Inc. ("RSSOP") to directly transfer to the ----- -48- Trustee of the Company Plan each Transferred Employee's account balance in the RSSOP. Such transfer shall be in the form of cash; provided, however, that any assets which consist of loans to a Transferred Employee or AWI common stock shall be transferred in kind. Prior to such transfer, Buyer shall provide AWI with such evidence of the tax-qualified status of the Company Plan in connection therewithwith such transfers as AWI shall reasonably request. Following such transfers, Buyer and Company's Plan shall be solely liable for such transferred assets and related liabilities and neither AWI, its affiliates, the RSSOP nor the Trustees of the RSSOP shall have any liability to Transferred Employees with respect to such transferred assets and liabilities. (k) On and effective as of the Closing Date, Buyer shall cause the Company to obtain an executed confidentiality agreement from each employee of the Company containing the language provided on Exhibit C (the "Confidentiality --------- --------------- Agreement") with respect to the confidentiality and proprietary nature of the --------- Xxxxxxxxx Proprietary Products and the intellectual property related thereto; provided however, that Buyer shall not be required to expend any funds in order to obtain such Confidentiality Agreements. (l) Nothing in this Agreement shall be construed to provide employees of Sellers or the Company with any rights under this Agreement, and no person, other than the parties hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall only be enforceable by, the parties hereto and their respective successors and assigns as permitted hereunder.

Employees. Hersha Owner (a) Following the Effective Time, (i) Parent shall cause the Surviving Corporation and its successors: (A) to satisfy each of the agreements and arrangements (the "Employment Obligations") described in subsection (c) below with respect to the employees (the "Contract Employees") subject to such agreements and arrangements, (B) use its commercially reasonable efforts to retain each present full-time employee of the Company at such employee's current position with such current responsibilities (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the Surviving Corporation or Parent at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the Surviving Corporation or Parent on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from the Company prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that Parent continues or causes the Surviving Corporation to continue to employ officers or employees of the Company as of the Effective Time, the Surviving Corporation or Parent or their successors shall employ such persons on the Effective Time who are not Contract Employees as "at will" employees, (iii) officers and employees of the Company who continue employment with the Surviving Corporation or Parent or their successors after the Effective Time and who are Contract Employees will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iv) in the event the Surviving Corporation or Parent or their successors do not employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties or for cause) of any officers or employees of the Company as of the Effective Time who are not Contract Employees, Parent shall or shall cause Hersha Lessee tothe Surviving Corporation or their successors to pay the following severance benefits to such employees: a minimum of 2 weeks' salary, with an additional one week for each year of service, with a maximum of 26 weeks' salary. (b) terminate Following the Effective Time, Parent agrees (i) to provide employee benefit plans, programs, arrangements and policies for the Management Agreement benefit of current retired employees and current retired non-employee directors (each as of the date hereof) of the Company and its subsidiaries that in the aggregate are no less favorable to such retired employees and retired non-employee directors than the Company Plans and (ii) to allow future retired non-employee directors (including any spouse or surviving spouse thereof) to participate in an applicable health and welfare plan, provided that certain staffing agreement all expenses associated with such participation shall be the sole responsibility of such retired non-employee directors (or, as applicable, a spouse or surviving spouse thereof). For a period of two (2) years following the “Staffing Agreement”) Effective Time, Parent agrees to provide employee benefit plans, programs, arrangements and policies for the benefit of employees and future retired employees (i.e., employees who retire after the date hereof) of the Company and its subsidiaries that in the aggregate are no less favorable to such employees and future retired employees than the Company Plans. In the case of benefit plans and programs under which benefits are paid or determined by reference to the value of Company Shares, Parent agrees that such benefits shall be paid or determined by reference to the value of shares of common stock of Parent in an equitable manner. All service credited to each employee and retired employee by the Company through the Effective Time shall be recognized by Parent for purposes of eligibility and vesting (but not benefit accruals) under the Parent Benefit Plans. Without limiting the foregoing, Parent shall not treat any Company employee as a "new" employee or retired employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision of housekeeping servicesunder any health or other welfare plan, as and will use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s), to the extent applicable, to ensure such agreement is result. (c) Parent and the Surviving Corporation hereby agree to honor (without modification) and assume the employment agreements, executive termination agreements and individual benefit arrangements listed on Schedule 8.2(f6.8(c) attached hereto (and except to the service provider listed on Schedule 8.2(f) shall be referred extent that such agreements have been waived prior to as the “Staffing Company”Effective Time), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (all as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following effect at the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithTime.

Employees. Hersha Owner a. Purchaser shall (extend offers of employment to all of the Property Employees on or prior to the Closing Date at the same salary or wage rate as applicable to the Property Employee immediately prior to the Closing Date and upon substantially similar terms and conditions as provided by Seller or its Affiliates to such Property Employees. Purchaser shall take all actions necessary to cause Hersha Lessee to) terminate (i) each Property Employee who accepts Purchaser’s offer of employment to commence employment with Purchaser effective as of the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision Closing Date. With respect to each Property Employee who is on leave of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) absence on the Closing Date, such Property Employee shall become a Transferred Employee on the date such Property Employee returns from such leave of absence. In Purchaser agrees that, for a period beginning on the Closing Date and ending on the six-month anniversary thereof, it shall maintain, or shall cause to be maintained, for the benefit of the Transferred Employees, employee benefit plans that connectionare no less favorable, Hersha Owner in the aggregate, than the Plans in effect immediately prior to the Closing Date. b. With respect to any employee or employee benefit plan, program or arrangement established or maintained by Purchaser (“Purchaser’s Plans”) for all purposes of determining eligibility to participate and Hersha Lesseevesting and benefit accruals (except to the extent giving such credit would result in duplication of benefits), a Transferred Employee’s service with Seller shall be treated as service with Purchaser. c. Purchaser shall cause the Transferred Employees to be covered by one or more medical benefit plans (“Purchaser’s Medical Plans”) do which shall not anticipate contain any “pre-existing conditions” exclusions or limitations or “actively at work” requirements which would cause any of the Transferred Employees or their dependents to be excluded from Purchaser’s Medical Plans immediately after the Closing. For purposes of Purchaser’s Plans, Purchaser shall give effect, in determining any deductible and maximum out of pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, the Transferred Employees and their dependents for the calendar year in which the Closing occurs under any welfare benefit plans maintained or contributed to by Seller or its Affiliates for their benefit immediately prior to the Closing Date. d. Property Employees are eligible to participate in a plan subject to Section 125 of the Code (“Seller’s 125 Plan”) that includes flexible spending accounts for medical care reimbursements and dependent care reimbursements (“Reimbursement Accounts”). As soon as reasonably practicable following the Closing Date, cash equal to the aggregate value as of the Closing Date of the Reimbursement Accounts of the Transferred Employees shall be transferred from Seller to a plan established by Purchaser intended to qualify under Section 125 of the Code (“Purchaser’s 125 Plan”). Upon receipt of such amount, Purchaser and Purchaser’s 125 Plan shall assume all obligations with respect to the Reimbursement Accounts for the Transferred Employees as of the Closing Date. Purchaser shall recognize the elections of the Transferred Employees under Seller’s 125 Plan for purposes of Purchaser’s 125 Plan for the calendar year that includes the Closing Date. Seller 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 7.1(d). Notwithstanding anything to the contrary in this Agreement, Seller may terminate the Reimbursement Account portion of Seller’s 125 Plan effective on or prior to December 31, 2010, and, if the Closing occurs following the effective date of such termination, neither Party shall have any obligations under this Section 7.1(d). e. To the extent permitted by Applicable Law, Purchaser shall assume any accrued but unused vacation or other paid-time off (“PTO”) for each Transferred Employee. If required by Applicable Law, prior to the Closing Date, Seller shall allow each Transferred Employee to elect, in accordance with Applicable Law, to have such Transferred Employee’s accrued PTO either paid to such Transferred Employee on the Closing Date by Seller, or to have such PTO assumed by Purchaser. Seller shall be responsible for all accrued but unused PTO for each Property Employee that is not a Transferred Employee or who elects not to have his/her PTO assumed by Purchaser. f. The provisions of this Agreement are for the benefit of Purchaser and Seller only, and no Property Employee of Seller or any Person, other than the Parties, will have any rights hereunder. Nothing herein expressed or implied will be deemed an amendment of any Plan or otherwise confer upon any Property Employee of Seller, any Person, other than the Parties, 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 Plan except as provided in Section 7.1(h), or will cause the employment status of any employee to be other than terminable at-will. g. Purchaser shall have full responsibility for all obligations to the Transferred Employees under the WARN Act and any other similar statutes or regulations of any jurisdiction relating to any “plant closing” or “mass layoff” (as such terms are defined in the WARN Act). For the avoidance of doubt, Purchaser’s obligations under this Section 7.1(g) include all obligations triggered under the WARN Act and such other federal, state and local statutes and regulations requiring prior notice of a plant closing or mass layoff, which are triggered, in whole or in part, by Purchaser’s actions or omissions, including the failure to employ or continue to employ some or all of the Transferred Employees from and after the Closing Date. h. Following Closing, Seller shall cease maintaining a group health plan. Therefore, Purchaser agrees and shall be responsible for providing continuation coverage as required by Code section 4980B, ERISA sections 602-608 or similar state Applicable Law (“COBRA”), under a group health plan maintained by Purchaser, to those employees of Seller and any other qualified beneficiaries under COBRA with respect to such employees, who have a COBRA qualifying event (due to termination of any employees of the Hotel employed by Hotel Manager employment with Seller or the Staffing Company otherwise) prior to or in connection with the transactions contemplated in by this Agreement. Hersha Owner (and/or Hersha Lessee) Purchaser shall be responsible for indemnify and shall cause the timely payment of hold Seller harmless from any and all liability to or respecting employees damages, liabilities, claims and expenses incurred by Seller as a result of the Hotel employed by Hotel Manager or failure of Purchaser to comply with any of the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Pointrequirements of COBRA, including liability applicable notice requirements, other than those to which Seller’s actions (or inactions) caused. i. Seller shall cooperate and provide all information reasonably requested by Purchaser in order for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing Purchaser to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithsatisfy its obligations under this Section 7.1.

Employees. Hersha Owner (a) On or before the Closing Date, but effective as of the Closing Date, Buyer shall offer employment to each of the employees of Seller listed on Section 5.9 of the Disclosure Schedule (each employee who accepts such offer of employment, the “Rehired Employees”). Such offer of employment shall reflect the wage or salary level in effect for such Rehired Employee’s employment with Seller as of the date of this Agreement, and shall cause Hersha Lessee toinclude employee benefits at least as favorable, in the aggregate, as the employee benefits provided to Buyer’s similarly situated employees (as reasonably determined by Buyer); provided, however, that Buyer, in its sole discretion, may elect to provide that any or all such employment relationships shall be terminable “at-will” by the Buyer or the applicable Rehired Employee. Seller shall terminate the employment of all Rehired Employees immediately prior to the Closing in accordance with all applicable laws and, prior to the Closing, shall provide any required notices in a timely manner in connection therewith. Seller shall cooperate with and use its commercially reasonable efforts to assist Buyer in its efforts to secure satisfactory employment arrangements with those employees of Seller to whom Buyer makes offers of employment. (b) terminate Each Rehired Employee shall – following the Closing Date, to the extent permitted by law and applicable Tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the approval of any insurance carrier, third party provider or the like – be eligible to participate in the various retirement, health, disability, vacation, 401(k), dental and life insurance plans maintained by or on behalf of Buyer. With respect to such benefit plans, Buyer shall, so long as permitted by such benefit plans, (i) credit such employee’s period of service with Seller for the Management Agreement purpose of determining eligibility and vesting under such benefit plans, (ii) that certain staffing agreement waive all limitations as to preexisting condition exclusions, evidence of insurability provisions, waiting periods or similar limitations, and (the “Staffing Agreement”iii) for purposes of computing deductible amounts, expenses and claims incurred prior to the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) Closing Date under Seller’s group medical plans shall be referred credited and recognized. Notwithstanding any of the foregoing to as the “Staffing Company”contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Rehired Employee or the funding of any such benefit, or obligate Buyer to employ, or offer continuing employment to, any individual. Prior to the Closing Date, Seller shall have provided to Buyer, with respect to all of Seller’s employees (including, but not limited to the Rehired Employees), with the understanding that Lessee JV shall simultaneously enter into amount of paid time off accrued thereby through the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on payroll period immediately prior to the Closing Date. In that connectionTo the extent such accrued liabilities are included as Assumed Liabilities in the calculation of Net Assets, Hersha Owner (Buyer shall recognize, honor and Hersha Lessee) do not anticipate assume the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees each Rehired Employee’s accrued but unused paid time off with Seller accrued as of the Adjustment Point and claims for benefits Closing Date. (c) Except as specifically otherwise provided herein, nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to continuance of Employees incurred as employment by Buyer, nor shall anything herein interfere with the right of Buyer to terminate the employment of any of the Adjustment PointRehired Employees at any time, together with F.I.C.A.or without cause, unemployment or restrict Buyer in the exercise of its independent business judgment in modifying any of the terms and other taxes conditions of the employment of the Rehired Employees following the Closing. (d) No provision of this Agreement shall create any third party beneficiary rights in any Rehired Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits due from that may be provided to any employer of such Employees as of the Adjustment Point. Promptly following the Effective DateRehired Employee by Buyer or under any benefit plan which Buyer may maintain, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithor otherwise.

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) Following the Management issuance of the press release announcing the existence of this Agreement and (ii) that certain staffing agreement (the “Staffing transactions contemplated herein, the Seller Parties and Purchaser shall hold joint meetings with all Employees to provide preliminary information relating to this transaction, and thereafter, the Seller Parties shall provide Purchaser with access to all Employees upon the terms and conditions set forth in this Agreement”) for . Prior to the provision date of housekeeping servicessuch joint meeting with all Employees, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) Purchaser shall be referred entitled to as the “Staffing Company”), conduct one-on-one meetings with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any select employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated Business on or after the date of this Agreement at such times as Purchaser shall reasonably request, and at such location in this AgreementMiami, Florida and Ft. Hersha Owner (and/or Hersha Lessee) Pxxxxx, Florida as shall be responsible for reasonably acceptable to Purchaser and Company. In connection therewith, the Seller Parties shall cause provide Purchaser with access to complete personnel files of all employees employed by Company on or after the timely payment date of this Agreement provided such access and disclosure does not violate any and all liability to or respecting employees Laws. Following the issuance of the Hotel employed press release discussed above, the parties may mutually agree that Company provide Purchaser with space at the Real Property upon which Purchaser may establish an information center to be staffed and equipped by Hotel Manager Purchaser at its sole cost and expense. Purchaser shall also be entitled to make general distributions to all Employees of newsletters, company brochures and other information relating to this transaction and their operations and the operations of their Affiliates. Such distributions may include distributions through the information center or by direct mail to the Staffing Employees. Within ten (10) days prior to the Closing, Purchaser shall provide Company (i) a written list of all Employees of Company that Purchaser intends for Company, as applicable, to continue to employ immediately after the Closing (collectively, the ‘“Continuing Employees”); and (ii) a written list of all Employees that Purchaser does not intend for Company, as applicable, to retain as of the Closing (collectively, the “Affected Employees”), having accrued through and the Adjustment Pointparties agree that Purchaser may cause Company at or immediately following the Closing, including liability for payment of to terminate all Employees’ wages, bonuses, commissionsexisting employment agreements or arrangements with the Affected Employees effective on or immediately following the Closing, and other forms Seller shall be liable for all severance, vacation pay, and accrued compensation relating to such terminated Employees. While it is the current intention of compensation earned Purchaser to cause Company to continue to employ the Continuing Employees on an at-will basis following the Closing, the parties acknowledge and agree that Purchaser and Company have and retain the right to terminate any such Continuing Employee at any time at or after the Closing. Seller shall not interfere or compete with Company or Purchaser with respect to the employment of any Employee by Company or Purchaser after the Closing, and due shall cooperate with Company or Purchaser with respect to the employment of Employees by Company or Purchaser. The Seller Parties represent and owing warrant that except pursuant to Employees as the Player Contracts and the Union Agreement, no Contract restricts the ability of Company to terminate the employment of the Adjustment Point Affected Employees and claims no such termination will result in any Liability for benefits of Employees incurred as of the Adjustment Pointseverance, together with F.I.C.A., unemployment and vacation pay or other taxes and benefits due from compensation under any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithContract or arrangement.

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate Effective as of the Closing Date and subject to the occurrence of the Closing, (i) the Management Agreement and Purchaser (or an Affiliate thereof) (as determined by the Purchaser) shall make an offer of “at-will” employment to each of those employees set forth on Schedule 6.18(a) who are actively employed by or on behalf of such Selling Company or an Affiliate as of the Closing Date (such employees, the “Potential Transfer Employees”) (an “Offer”), provided that the Potential Transfer Employees meet the Purchaser’s requirements for hiring, including satisfactory background checks, work eligibility verifications under applicable Law, (ii) that certain staffing agreement those employees set forth on Schedule 6.18(b) who are actively employed by such Selling Company or an Affiliate as of the Closing Date (such consultants, the “Staffing AgreementPotential Transfer Consultants”) for will be offered the provision opportunity to enter into consulting arrangements pursuant to consulting agreements, and (iii) each Selling Company shall, or shall cause TriNet Group, Inc. to, terminate the employment of housekeeping services, as such agreement is listed the Potential Transfer Employees and the Potential Transfer Consultants. The Purchaser shall not be required to make an Offer or offer a consulting opportunity to any Potential Transfer Employee or any Potential Transfer Consultant of any Selling Company set forth on Schedule 8.2(f6.18(a) attached hereto (or Schedule 6.18(b) who is on, or any Potential Transfer Employee or Potential Transfer Consultant set forth on Schedule 6.18(a) or Schedule 6.18(b) who, between the date hereof and the service provider listed on Schedule 8.2(f) Closing Date, is placed on, disability or other approved leave of absence as of the Closing Date (each a “Leave Employee”), whose employment or engagement shall, except as otherwise provided in this Section 6.18, continue with the applicable Selling Company until terminated by such Selling Company or employee. The Potential Transfer Employees of the Selling Companies who accept an Offer from the Purchaser and start as an employee with the Purchaser shall be referred to herein as “Transferred Employees”. The Potential Transfer Consultants of the “Staffing Company”), Selling Companies who enter into consulting arrangements with the understanding that Lessee JV Purchaser shall simultaneously enter into be referred to herein as “Transferred Consultants”. The employees of the New Management Agreement (Selling Companies who are not set forth on Schedule 6.18(a) or Schedule 6.18(b) or who are not offered employment or a consulting relationship with, or who do not accept employment from or a consulting relationship with, the Purchaser, and those employees of the Selling Companies whose employment is terminated prior to the Closing, shall be referred to herein as defined herein) and a New Staffing Agreement (as defined herein) “Non-Transferred Employees.” With respect to any Leave Employee who returns to active employment on or prior to the first anniversary of the Closing Date, the Purchaser shall make an Offer to such Leave Employee in accordance with clause (ii) above, and upon such Leave Employee’s acceptance of such Offer, the Selling Company employing such Leave Employee shall terminate the employment of such Leave Employee and such Leave Employee shall become a Transferred Employee hereunder; provided that if a Leave Employee does not accept an Offer or a Leave Employee does not return to active employment from such disability or other approved leave of absence prior to the first anniversary of the Closing Date, such Leave Employee shall not become a Transferred Employee, unless otherwise agreed in writing by the Selling Companies and the Purchaser. In that connectionWithout limiting the terms of Sections 1.5 and 8.2 hereof, Hersha Owner neither the Purchaser nor any of its Affiliates or Subsidiaries shall have any liability or obligation with respect to any Non-Transferred Employees or former employees of any of the Selling Companies or their Subsidiaries or Affiliates (including the Potential Transfer Consultants), including but not limited to any liabilities or obligations with respect to any Non-Transferred Employees arising out of, or relating to, any occurrence or event happening up to and Hersha Lessee) do not anticipate including the date on which the Inbound Transition Services Agreement expires or is terminated for any reason. For clarity, the Selling Companies shall be solely responsible, jointly and severally, for all notice, pay in lieu of notice, termination pay, severance pay, damages for wrongful dismissal and all related costs in respect of the termination of the employment of any employees Non-Transferred Employee and any Consultant by the Selling Companies, its Subsidiaries or Affiliates at any time (whether on, before or after expiry or termination of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Inbound Transition Services Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner shall (a) As of the Closing Date, and for a period of 12 months thereafter, the GTY Parties will provide, or shall cause Hersha Lessee tothe respective Affiliates to provide, each employee of the Company Parties as of the Closing (the “Company Employees”) terminate with (i) an annual base salary or an hourly wage rate that is not less than that provided to such Company Employee by the Management Agreement Company Parties immediately prior to the Closing, (ii) bonus and incentive compensation opportunities that are not less favorable than those provided to such Company Employee by the Company Parties immediately prior to the Closing, and (iii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee by the Company Parties immediately prior to the Closing. The GTY Parties and their respective Affiliates will treat, and will cause each employee benefit plan, program, practice, policy and arrangement sponsored, maintained or contributed to by any GTY Party or any of its Affiliates following the Closing and in which any Company Employee (or the spouse, domestic partner or any dependent of any Company Employee) participates or is eligible to participate (each, a “GTY Plan”) to treat, for all purposes (including determining eligibility to participate, vesting, benefit accrual and level of benefits), all service with the Company Parties (or predecessor employers if any of the Company Parties or any Company Benefit Plan provides past service credit) as service with the GTY Parties and their respective Affiliates except to the extent such recognition would result in a duplication of benefits. The GTY Parties will cause each GTY Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and other exclusions and limitations regarding the Company Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Company Benefit Plan, and (ii) that certain staffing agreement (to recognize for each Company Employee to apply annual deductible, co-payment and out-of-pocket maximums under such GTY Plan any deductible, co-payment and out-of-pocket expenses paid by each Company Employee and his or her spouse, domestic partner and dependents under the “Staffing Agreement”) for corresponding Company Benefit Plan during the provision plan year of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (Company Benefit Plan in which occurs the later of the Closing Date and the service provider listed date on Schedule 8.2(fwhich each Company Employee begins participating in such GTY Plan. (b) shall Nothing in this Section 5.3, (i) is intended to, or will be referred construed to, confer upon any Company Employee or any other Person other than the parties to as this Agreement any rights or remedies hereunder, including the “Staffing Company”)right to continued employment; or (ii) will establish, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connectionamend or be deemed to establish or amend any Company Benefit Plan, Hersha Owner (and Hersha Lessee) do not anticipate the termination GTY Plan or any other benefit plan, program, policy or arrangement of any employees GTY Party or will limit the rights of the Hotel employed by Hotel Manager any GTY Party or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of to establish, amend or terminate any and all liability to Company Benefit Plan, GTY Plan or respecting employees of the Hotel employed by Hotel Manager any other benefit plan, program, policy or the Staffing Company (collectivelyarrangement, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithwhether before or after Closing.

Employees. Hersha Owner (a) For a period of at least 12 months following the Closing Date, each full-time employee of the Acquired Companies as of the Closing Date rendering services to the Acquired Companies (collectively, the “Company Employees”) shall be entitled to receive, while in the employ of or rendering services to the Acquired Companies or their respective Affiliates with: (i) base salary or hourly wages; (ii) target bonus opportunities (excluding equity or equity-based compensation); and (iii) retirement and welfare benefits (excluding any defined benefit pension plan or post-employment health and welfare benefits) that are, in the aggregate, comparable to those provided to similarly situated employees of Purchaser and its Affiliates Notwithstanding the foregoing, neither the Acquired Companies, nor any of their respective Affiliates, shall be obligated to continue to employ or to engage to render services any Company Employee for any specific period of time following the Closing Date. (b) In addition to the requirements under Section 7.08(a), from and after the Closing Date, Purchaser shall, or shall cause Hersha Lessee the Acquired Companies to) terminate , recognize the prior service with the Acquired Companies of each Company Employee in connection with all employee benefit plans of Purchaser or its Affiliates in which Company Employees are eligible to participate following the Closing Date, for purposes of eligibility and vesting (but not for purposes of benefit accruals or benefit amounts under any defined benefit pension plan, equity or equity-based incentive plans, retiree welfare plans, or to the extent that such recognition would result in duplication of benefits). From and after the Closing Date, Purchaser shall, or shall cause the Acquired Companies to undertake reasonable commercial efforts to (i) cause any pre-existing condition or other limitations and eligibility waiting periods under any group health, dental, life or vision plans of Purchaser or its Affiliates to be waived with respect to Company Employees and their eligible dependents(to the Management Agreement to the extent such conditions, exclusions or requirements were satisfied or waived with respect to such Company Employee and his or her covered dependents under the analogous Company Benefit Plan prior to the Closing Date), and (ii) that certain staffing agreement (the “Staffing Agreement”) use its commercially reasonable efforts to provide each Company Employee credit for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(fplan year in which the Closing Date occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Closing Date. (c) attached hereto (Purchaser and the service provider listed on Schedule 8.2(f) its Affiliates shall be referred to as solely responsible for any and all liabilities, claims and obligations of any kind arising out of the “Staffing Company”)employment (or termination of employment, with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined hereinwhether actual or constructive) of employees arising on and a New Staffing Agreement (as defined herein) on after the Closing Date. In that connectionFor purposes of this provision, Hersha Owner the “WARN Act” means Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq., and the regulations promulgated thereunder, as well as any state or local Applicable Law of similar effect. (and Hersha Lesseed) do not anticipate Nothing in this Section 7.08, whether express or implied, shall: (i) confer upon any Company Employee or other Person any rights or remedies, including any right to employment or continued employment for any period or any terms or conditions of employment, or any third-party beneficiary rights hereunder; (ii) be interpreted to prevent or restrict Purchaser, its Affiliates, or an Acquired Company from modifying or terminating the employment or terms of employment of any Company Employee, including the amendment or termination of any employees of benefit or compensation plan, program, policy, Contract, agreement or arrangement, after the Hotel employed by Hotel Manager Closing; or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lesseeiii) shall be responsible for and shall cause the timely payment treated as an establishment or an amendment or other modification of any and all liability Company Benefit Plan or other compensation or benefit plan, program, policy, Contract, agreement or arrangement or to prohibit or respecting employees limit the ability of Purchaser, its Affiliates (including, following the Hotel employed by Hotel Manager or the Staffing Company (collectivelyClosing Date, the ‘Employees”)Acquired Companies) from modifying, having accrued through the Adjustment Pointamending or terminating any Company Benefit Plan or other benefit or compensation plan, including liability for payment of all Employees’ wagesprogram, bonusespolicy, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithor arrangement.

Employees. Hersha Owner shall (a) The Employees who are employed immediately prior to the Closing and who continue employment with the Company or shall cause Hersha Lessee to) terminate (i) any Subsidiary following the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be Closing Date are hereinafter referred to as the “Staffing CompanyContinuing Employees.” (b) Following the Closing, (i) Acquiror shall cause the Company and the Subsidiaries to, for the six-month period immediately after the Closing Date, provide to each Continuing Employee overall compensation and benefits consistent with and to the same extent as Acquiror’s similarly situated employees and their dependents (with the special rules as provided in (iii) and (iv) below); (ii) Acquiror shall cause the Company and the Subsidiaries to, perform their respective obligations under any applicable employment Contracts of the Company and the Subsidiaries and the labor and collective bargaining Contract of the Company and the Subsidiaries; (iii) the service of each Continuing Employee with the Company or any of the Subsidiaries (or any predecessor employer) prior to the Closing shall be treated as service with Acquiror and the Subsidiaries for purposes of each employee benefit plans, agreements, programs, policies and arrangements of Acquiror or its Affiliates (the “Acquiror Plans”) (including vacation, paid time-off and severance plans) in which such Continuing Employee is eligible to participate and participates in after the Closing, including for purposes of eligibility to participate and vesting, but not for the purpose of determining any benefit accruals; (iv) for purposes of each Acquiror Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate and participates in after the Closing, Acquiror shall cause the Company and the Subsidiaries to (A) waive any pre-existing condition, exclusion, or waiting period to the extent such condition, exclusion, or waiting period was satisfied or waived under the comparable Benefit Plan of the Company or any of the Subsidiaries as of the Closing and (B) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Closing under the comparable Benefit Plan of the Company or any of the Subsidiaries for the plan year in which the Closing occurs; (v) If, following the Closing, Acquiror maintains a tax-qualified 401(k) retirement plan for its employees, Acquiror and Seller shall take all actions necessary to permit, beginning as soon as practicable following the Closing, each Continuing Employee to effect a rollover from Seller’s 401(k) plan (or, at Acquiror’s option, a direct transfer from a trust established under Seller’s 401(k) plan to a trust established under Acquiror’s 401(k) plan), with including notes evidencing any outstanding plan loans from Seller’s 401(k) plan, to an account under Acquiror’s 401(k) plan; (vi) Seller will retain full responsibility and liability for offering and providing continuation coverage of any qualified beneficiary who is covered by a group health plan sponsored or contributed to by the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) Seller and who has experienced a New Staffing Agreement (as defined herein) on qualifying event or is receiving continuation coverage prior to the Closing Date. In As used in this Section 5.6(b) continuation coverage, qualified beneficiary, group health plan, and qualifying event all shall have the meanings given such terms under Section 4980B of the Code; and (vii) if, at any time within 12 months after Closing, any of Acquiror, the Company or any Subsidiary or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that connectionthe successors and assigns of Acquiror, Hersha Owner the Company or such Subsidiary shall assume all of the obligations thereof set forth in this Section 5.6(b). (c) Acquiror shall indemnify, defend and Hersha Lesseehold harmless Seller, BBHI Holdings, their respective shareholders, directors, officers and employees (collectively, the “Indemnitees”) do not anticipate from and against any Losses imposed on the Indemnitees directly or indirectly relating to or arising out of the termination of any employees of the Hotel employed by Hotel Manager employment, or the Staffing Company in connection wrongful discharge, including constructive discharge by Acquiror or its Affiliates, of any Continuing Employee occurring after the Closing with the transactions contemplated in this Agreement. Hersha Owner respect to any Continuing Employee. (and/or Hersha Lesseed) Acquiror shall be responsible for providing or discharging any and all notifications, benefits and liabilities to Continuing Employees and governmental authorities required by the WARN Act or by any other applicable Law relating to plant closings or employee separations or severance pay that are required to be provided occurring after the Closing. (e) Prior to making any written or oral communications to the directors, officers or employees of the Company or any of the Subsidiaries pertaining to material compensation or benefit matters that are affected by the Transaction, Seller shall cause the timely payment of any and all liability Company to or respecting employees provide Acquiror with a copy of the Hotel employed by Hotel Manager intended communication. Acquiror shall have a reasonable period of time to review and comment on the communication and consider such comments in good faith. (f) Notwithstanding any provision of this Section 5.6, Acquiror shall either cause the Continuing Employees to continue to participate in the existing Benefit Plans or, in its sole discretion, cause the Continuing Employees to participate in the Acquiror Plans. Furthermore, nothing contained in this Section 5.6 shall require or imply that the employment of the Employees or the Staffing Company (collectively, Continuing Employees will continue for any particular period of time following the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissionsClosing. This Section 5.6 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other forms of compensation earned by and due and owing than the parties to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing this Agreement and entering into a new staffing their respective successors and permitted assigns, to create any agreement for the Hotel (the “New Staffing Agreement”)of employment with any Person or to otherwise create any third-party beneficiary hereunder, and Hersha Lessee and Lessee JV agree or to reasonably cooperate with each other in connection therewithbe interpreted as an amendment to any plan of Acquiror or any Affiliate of Acquiror.

Employees. Hersha Owner (a) As of the Closing Date, Company or its Subsidiaries shall have offered employment to each of the Transferred Employees. At or before the Closing Date, Company or its Subsidiaries shall hire all employees who accept such offer of employment. (b) As of the Closing Date, Parent or its Affiliates (other than the Company and its Subsidiaries) shall cause Hersha Lessee tohave offered employment to each of the Retained Employees At or before the Closing Date, Parent or its Affiliates (other than the Company and its Subsidiaries) terminate shall hire all employees who accept such offer of employment. (c) As of the Closing Date, Parent or its Subsidiary, as applicable, shall have terminated the employment of the Terminated Employees. (d) Offers of employment shall provide for credit for all prior periods of service with Company or Parent, or their respective Subsidiaries, as applicable, for purposes of participation in and calculation of potential severance, compensation and employee benefit plans, programs or arrangements of Buyer, Parent or their respective Subsidiaries, as applicable; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (e) In addition, Buyer agrees to (i) credit each of the Management Agreement Transferred Employees with a number of paid vacation, sick leave and personal days immediately following the date of the Closing Date equal to the number of such days each such Transferred Employee has accrued but not used as of the date of the Closing Date under the applicable policies of Parent as in effect immediately prior to the date of the Closing Date, and (ii) that certain staffing agreement allow each of the Transferred Employees to use such days following the date of the Closing Date in accordance with the applicable policies of Buyer and its Subsidiaries, as applicable, as are in effect from time to time (the “Staffing AgreementTransferred Employee Credits”). Buyer and Company and Parent shall undertake in good faith to consider the preparation and filing of employment tax reports with respect to the Parent Transferred Employees and Company Transferred Employees, respectively. (f) for At the provision Closing, Parent shall pay to Buyer an amount equal to the cash value of housekeeping services, as such agreement is listed the restricted stock units of Parent held by the employees set forth on Schedule 8.2(f5.4(f) attached hereto (and that are not vested as of the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on end of the Closing Date. In that connection, Hersha Owner . (and Hersha Lesseeg) do not anticipate Parent shall pay all severance costs arising out of the termination of any employees employment of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Terminated Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) Acquirer shall (provide, or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (Company to provide, to each of the “Staffing Agreement”) for employees of the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (Company mutually agreed between the Acquirer and the service provider listed on Schedule 8.2(f) shall be referred Company an offer of employment at a level of wages, overall compensation substantially similar to the level of wages and overall compensation substantially similar to the similarly situated employees of Acquirer as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on in effect to the Closing Date. In that connectionWith respect to any employee of the Company who receives an offer of employment from Acquirer, Hersha Owner the Company shall reasonably assist Acquirer with its efforts to enter into an offer letter and a confidential information and assignment agreement with such employee prior to the Closing Date. Notwithstanding anything to the contrary in the foregoing, with the exception of the Key Employees, none of Acquirer and the Company shall have any obligation to make an offer of employment to any employee of the Company. With respect to matters described in this Section 6.9, the Company will consult with Acquirer (and Hersha Lesseewill consider in good faith the advice of Acquirer) do prior to sending any notices or other communication materials to its employees. Effective no later than immediately prior to the Closing (or at such other time designated by Acquirer), the Company shall terminate the employment of each of those Company employees who have declined an offer of continued employment with Acquirer prior to the Closing Date or who have not anticipate the termination received an offer of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company continued employment (collectively, the ‘“Designated Employees”)) and any costs of termination shall be borne as Special Wages Amount. (b) The Company shall ensure that there shall be no outstanding securities, having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as commitments or agreements of the Adjustment Point Company immediately prior to the Closing that purport to obligate the Company to issue any Interest or Company Options under any circumstances. (c) Acquirer shall use commercially reasonable efforts to permit Continuing Employees to enroll, at or as soon as practicable after the Closing, in Acquirer’s employee benefit plans, programs, policies and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel arrangements (the “New Staffing AgreementAcquirer Plans”) on substantially similar terms applicable to employees of Acquirer who are similarly situated based on levels of responsibility and location, to the extent permitted by the terms of, and to the extent the applicable employees are eligible to enroll in, the applicable Acquirer Plans. Notwithstanding anything to the contrary contained herein, this Section 6.9 shall not operate to (i) duplicate any benefit provided to any Continuing Employee or to fund any such benefit, (ii) require Acquirer or its Affiliates or any Acquirer Plan or trust related thereto to pay for any benefits that relate to any time period prior to the Continuing Employees’ participation in the Acquirer Plans, (iii) be construed to mean the employment of the Continuing Employees is not terminable by Acquirer at will at any time, with or without cause, for any reason or no reason (other than as may be set forth in an employment agreement with the Continuing Employee or as otherwise required by Applicable Law), (iv) require Acquirer to continue to maintain any employee benefit plan in effect following the Closing Date for Acquirer’s employees, including the Continuing Employees, and Hersha Lessee (v) apply to any Continuing Employees who were consultants, advisors or independent contractors of the Company as of immediately prior to the Effective Time unless otherwise determined by Acquirer in its sole discretion. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 9, and Lessee JV agree nothing herein expressed or implied will give or be construed to reasonably cooperate with each other in connection therewithgive any Continuing Employee any legal or equitable rights hereunder.

Employees. Hersha Owner shall (or a) During the period commencing on the Effective Time and ending on the first anniversary thereof, Parent shall cause Hersha Lessee to) terminate the Surviving Corporation to provide employees of the Company and the Company's Subsidiaries who were employees of the Company or the Company's subsidiaries immediately before the Effective Time with employee benefits that are substantially no less favorable in the aggregate than either those currently provided by the Company and the Company's Subsidiaries to such employees as of the date of this Agreement or those provided from time to time by Parent and its Subsidiaries to their other similarly situated employees; provided, however, that, during such one-year period, the benefit provided to any such employee under any tax-qualified defined benefit pension plan in which the employee participates shall be no less than that determined under the formula in effect under the Gaylord Container Retirement Plan as in effect on the date hereof txxxxx xnto account both (i) the Management Agreement years of service recognized for such employee under such Retirement Plan as of the Closing Date and (ii) such employee's service with Parent, the Surviving Corporation, or any Subsidiary of Parent after the Closing Date during such one-year period; provided, further, that certain staffing agreement nothing in this Section 7.3 shall restrict Parent's or the Surviving Corporation's ability to change any Benefit Plans in the future. (b) To the “Staffing Agreement”extent that any benefit would become payable in respect of consummation of the Offer under any Benefit Plan required to be disclosed in Section 4.12(m) of the Company Disclosure Schedule, the Company shall, prior to the initial expiration of the Offer, take all actions necessary: (i) to the extent it may unilaterally do so, to amend all such Benefit Plans to provide that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger; (ii) to the extent not amended under the preceding clause (i), to amend all Benefit Plans with respect to each individual listed on Section 7.3(b)(ii) of the Company Disclosure Schedule such that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger; (iii) to amend the Company's Supplemental Executive Retirement Plan and the phantom stock grants to the extent such Benefit Plans apply to any individuals not listed on Section 7.3(b)(ii) of the Company Disclosure Schedule, such that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger, but, with respect to the Supplemental Executive Retirement Plan, providing such individuals with a payment for the provision time value of housekeeping services, money in respect of the period between the Offer and the Merger using a discount rate based on U.S. treasuries with the most comparable maturities such that no benefit under that plan has been reduced (provided that nothing in this Agreement shall prohibit the Company from continuing to make periodic payments under and in accordance with the Supplemental Executive Retirement Plan to any individual listed on Section 7.3(b)(iii) of the Company Disclosure Schedule who is receiving such periodic payments as of the date of this Agreement until such time as such agreement individual's benefit is listed on Schedule 8.2(fpaid out in full by reason of the consummation of the Merger); and (iv) attached hereto (to use commercially reasonable efforts to obtain the consent of each affected individual to amend the Company's Management Incentive Plan and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management each Severance Compensation Agreement (as defined hereinamended) and a New Staffing Agreement with respect to such individual, to the extent it applies to any individuals not listed on Section 7.3(b)(ii) of the Company Disclosure Schedule, such that any benefit that would have been required to be paid in respect of the Offer will instead become payable in respect of the Merger (as defined herein) on it being understood that the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate failure to obtain the termination consent of any employees such beneficiary, after a good faith effort, shall not be deemed a breach of this clause (iv)). After the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for Appointment Date and shall cause the timely payment of any and all liability prior to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee Parent agrees not to, and Lessee JV to cause the Company not to, terminate the employment of any of the individuals listed in Section 7.3(b)(iv) of the Company Disclosure Schedule or any individual who consents to the amendments described in clause (iv) above. (c) From and after the Effective Time, Surviving Corporation and its wholly-owned Subsidiaries, as applicable, shall jointly contact honor each Staffing Benefit Plan that provides for severance (including without limitation change of control and termination agreements) in accordance with its terms (as amended in accordance with subsection (b) above, if applicable); provided that nothing in this subsection (c) shall prevent Parent or the Surviving Corporation from causing such Benefit Plan to be amended or terminated in accordance with its terms. (d) For purposes of any employee benefit plan or arrangement maintained by Parent, the Surviving Corporation or any Subsidiary of Parent, Parent shall recognize (or cause to be recognized) service with the Company and commence discussions the Company's Subsidiaries and any predecessor entities (and any other service credited by the Company under similar benefit plans) for terminating purposes of vesting and eligibility to participate; provided that the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other retirement benefit shall be calculated as provided in connection therewithSection 7.3(a) hereof.

Employees. Hersha Owner shall (a) The Employees who are employed immediately prior to the Closing and who continue employment with the Company or shall cause Hersha Lessee to) terminate (i) any Subsidiary following the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be Closing Date are hereinafter referred to as the “Staffing CompanyContinuing Employees.” (b) Following the Closing, (i) Acquiror shall cause the Company and the Subsidiaries to, for the six-month period immediately after the Closing Date, provide to each Continuing Employee overall compensation and benefits consistent with and to the same extent as Acquiror's similarly situated employees and their dependents (with the special rules as provided in (iii) and (iv) below); (ii) Acquiror shall cause the Company and the Subsidiaries to, perform their respective obligations under any applicable employment Contracts of the Company and the Subsidiaries and the labor and collective bargaining Contract of the Company and the Subsidiaries; (iii) the service of each Continuing Employee with the Company or any of the Subsidiaries (or any predecessor employer) prior to the Closing shall be treated as service with Acquiror and the Subsidiaries for purposes of each employee benefit plans, agreements, programs, policies and arrangements of Acquiror or its Affiliates (the “Acquiror Plans”) (including vacation, paid time-off and severance plans) in which such Continuing Employee is eligible to participate and participates in after the Closing, including for purposes of eligibility to participate and vesting, but not for the purpose of determining any benefit accruals; (iv) for purposes of each Acquiror Plan in which any Continuing Employee or his or her eligible dependents is eligible to participate and participates in after the Closing, Acquiror shall cause the Company and the Subsidiaries to (A) waive any pre-existing condition, exclusion, or waiting period to the extent such condition, exclusion, or waiting period was satisfied or waived under the comparable Benefit Plan of the Company or any of the Subsidiaries as of the Closing and (B) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Closing under the comparable Benefit Plan of the Company or any of the Subsidiaries for the plan year in which the Closing occurs; (v) If, following the Closing, Acquiror maintains a tax-qualified 401(k) retirement plan for its employees, Acquiror and Seller shall take all actions necessary to permit, beginning as soon as practicable following the Closing, each Continuing Employee to effect a rollover from Seller's 401(k) plan (or, at Acquiror's option, a direct transfer from a trust established under Seller's 401(k) plan to a trust established under Acquiror's 401(k) plan), with including notes evidencing any outstanding plan loans from Seller's 401(k) plan, to an account under Acquiror's 401(k) plan; (vi) Seller will retain full responsibility and liability for offering and providing continuation coverage of any qualified beneficiary who is covered by a group health plan sponsored or contributed to by the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) Seller and who has experienced a New Staffing Agreement (as defined herein) on qualifying event or is receiving continuation coverage prior to the Closing Date. In As used in this Section 5.6(b) continuation coverage, qualified beneficiary, group health plan, and qualifying event all shall have the meanings given such terms under Section 4980B of the Code; and (vii) if, at any time within 12 months after Closing, any of Acquiror, the Company or any Subsidiary or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that connectionthe successors and assigns of Acquiror, Hersha Owner the Company or such Subsidiary shall assume all of the obligations thereof set forth in this Section 5.6(b). (c) Acquiror shall indemnify, defend and Hersha Lesseehold harmless Seller, BBHI Holdings, their respective shareholders, directors, officers and employees (collectively, the “Indemnitees”) do not anticipate from and against any Losses imposed on the Indemnitees directly or indirectly relating to or arising out of the termination of any employees of the Hotel employed by Hotel Manager employment, or the Staffing Company in connection wrongful discharge, including constructive discharge by Acquiror or its Affiliates, of any Continuing Employee occurring after the Closing with the transactions contemplated in this Agreement. Hersha Owner respect to any Continuing Employee. (and/or Hersha Lesseed) Acquiror shall be responsible for providing or discharging any and all notifications, benefits and liabilities to Continuing Employees and governmental authorities required by the WARN Act or by any other applicable Law relating to plant closings or employee separations or severance pay that are required to be provided occurring after the Closing. (e) Prior to making any written or oral communications to the directors, officers or employees of the Company or any of the Subsidiaries pertaining to material compensation or benefit matters that are affected by the Transaction, Seller shall cause the timely payment of any and all liability Company to or respecting employees provide Acquiror with a copy of the Hotel employed by Hotel Manager intended communication. Acquiror shall have a reasonable period of time to review and comment on the communication and consider such comments in good faith. (f) Notwithstanding any provision of this Section 5.6, Acquiror shall either cause the Continuing Employees to continue to participate in the existing Benefit Plans or, in its sole discretion, cause the Continuing Employees to participate in the Acquiror Plans. Furthermore, nothing contained in this Section 5.6 shall require or imply that the employment of the Employees or the Staffing Company (collectively, Continuing Employees will continue for any particular period of time following the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissionsClosing. This Section 5.6 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other forms of compensation earned by and due and owing than the parties to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing this Agreement and entering into a new staffing their respective successors and permitted assigns, to create any agreement for the Hotel (the “New Staffing Agreement”)of employment with any Person or to otherwise create any third-party beneficiary hereunder, and Hersha Lessee and Lessee JV agree or to reasonably cooperate with each other in connection therewithbe interpreted as an amendment to any plan of Acquiror or any Affiliate of Acquiror.

Employees. Hersha Owner On the Closing Date, Buyer shall have assumed the --------- employment agreements between Seller and each Xxxxxx and Xxxxxxx, and shall have offered (a) at-will employment to each of the other employees of the Purchased Business in an amount equivalent or shall cause Hersha Lessee to) terminate (i) superior to each such employee's base salary at the Management Agreement Closing Date, plus incentive compensation under a plan equivalent or superior to the existing plan of the Purchased Business as of the Closing Date, and (iib) that certain staffing agreement (health insurance benefits to all of the “Staffing Agreement”) for employees of the provision Purchased Business who accept such employment with Buyer which are equivalent to the policies of housekeeping services, the Purchased Business as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on of the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate For all purposes under the termination employee benefit plans of any Buyer providing benefits to employees of the Hotel employed by Hotel Manager or Purchased Business after the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner Closing Date, each employee (and/or Hersha Lesseeincluding Xxxxxx and Xxxxxxx) shall be responsible credited with his or her years of service with Seller prior to the Closing Date. Without limiting the foregoing, (y) for and purposes of each of Buyer's plans providing medical, dental, pharmaceutical and/or vision benefits to an employee the Purchased Business following the Closing Date, Buyer shall cause all preexisting condition exclusions and actively at work requirements of such plans to be waived for all such employees and their dependents, and Buyer shall cause any eligible expense incurred by such employees and their covered dependents during the timely payment of any and all liability to or respecting employees portion of the Hotel employed by Hotel Manager plan year of Seller's plan ending on the date such employee's participation in the corresponding Buyer's plan begins to be taken into account under such Buyer's plan for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to such employee and his or her covered dependents for the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissionsapplicable Buyer's plan as if such amount had been paid in accordance with Buyer's plan, and other forms of compensation earned (z) Buyer shall honor all accrued vacation, flex time and similar arrangements provided by and due and owing to Employees Seller as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Closing Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.

Employees. Hersha Owner (a) Immediately following the execution of this Agreement and until the earlier of the termination of this Agreement in accordance with Article XII or the Designated Employee Transfer Date, Parent, Seller, and GCS shall permit Buyer (and/or its Representatives) to initiate discussions with any or all of the Designated Employees, specifically including job interviews, so that Buyer may determine which, if any, of the Designated Employees it desires to hire as of the Designated Employee Transfer Date. Buyer may conduct individual or group meetings, discussions or interviews with Designated Employees in the offices of Seller or GCS (or such other locations as are mutually agreed by the parties) during normal business hours (or at such other times as are mutually agreed by the parties) (b) Seller, GCS and Parent shall cause Hersha Lessee to) terminate continue to employ the Designated Employees from the date of the execution of this Agreement until the earlier of (i) the Management Agreement and date designated by Buyer as the hire date of the Designated Employees identified in writing by Buyer to Parent (the "Transferred Employees") or (ii) that certain staffing agreement 60 days following the Closing Date (the “Staffing Agreement”) for "Designated Employee Transfer Date"). Seller's, GCS's and Parent's continued employment of the Designated Employees shall be on the same terms and conditions, including but not limited to the payment of compensation or wages and the provision of housekeeping servicesemployee benefits, as Seller, GCS and Parent employed such agreement is listed Designated Employees on Schedule 8.2(fthe date immediately preceding the Closing Date (subject to the terms of those certain Employee Retention, Sale Participation and Non-Solicitation Agreements to be entered into pursuant to Section 8.5(d) attached hereto (of this Agreement). Subject to reimbursement of costs and expenses for the period between the Closing Date and the service provider listed on Schedule 8.2(f) Designated Employee Transfer Date, as provided in the Interim Services Agreement (which shall be referred to require detail and supporting documentation as the “Staffing Company”reasonably requested by Buyer), with Seller, GCS and Parent shall continue to be responsible and liable for all payroll, compensation, benefits or other expenses related to the understanding that Lessee JV Designated Employees up to the Designated Employee Transfer Date. Buyer shall simultaneously enter into the New Management Agreement (not be obligated to reimburse Seller, GCS or Parent for any "Special Payment," "Commission Payment" or "Additional Payment" pursuant to, and as defined hereinin, those certain Employee Retention, Sale Participation, and Non-Solicitation Agreements entered into pursuant to Section 8.5(d) and a New Staffing of this Agreement (as defined herein) or the Residual Commission Buyout Agreement, or for any other expenses related to the continued employment of the Designated Employees which are not directly attributable to the services performed by the Designated Employees on or after the Closing Date. In that connectionSeller, Hersha Owner GCS and Parent shall terminate the Transferred Employees as of the Designated Employee Transfer Date and, on or after the Designated Employee Transfer Date, Seller, GCS and Parent may at their option terminate one or more of the Designated Employees who are not Transferred Employees. Nothing herein shall be construed as requiring or creating any obligation on the part of Buyer to offer employment to or to hire any Designated Employee or to continue to employ any Transferred Employee for any period of time following the Designated Employee Transfer Date. (c) Except to the extent prohibited by applicable Law, Seller, GCS and Hersha Lessee) do not anticipate Parent shall assist Buyer in the termination transition of any employees Transferred Employees by providing true and correct copies of any information or records requested by Buyer (or its Representatives) related to the Hotel employed by Hotel Manager Transferred Employees, including initial employment dates, termination dates, reemployment dates, hours of service, compensation or the Staffing Company tax withholding history or any other information, that Buyer (or its Representatives) reasonably deems necessary in connection with the transactions contemplated employment of any Transferred Employee. Seller, GCS and Parent agree to provide any information or records reasonably requested by Buyer (or its Representatives) related to the Transferred Employees in such format(s) as are reasonably requested by Buyer (or its Representatives). (d) As soon as practicable after the execution of this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for , Parent and shall cause Seller will enter into employee retention agreements in the timely payment of any and all liability to or respecting employees form of the Hotel employed by Hotel Manager or the Staffing Company (collectivelyEmployee Retention, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, Sale Participation and other forms of compensation earned by and due and owing to Non-Solicitation Agreement attached hereto as Exhibit "H" with those Designated Employees as named on Section 8.1(k) of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithSeller Disclosure Schedule.

Employees. Hersha Owner shall (a) The parties acknowledge and agree that attached hereto as Exhibit B is a list of the individuals employed by the Assignor (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (iiits affiliate) that certain staffing agreement are currently providing services to the Company and their respective hire dates and job code descriptions. Effective on the Effective Date, the Assignor (or its affiliate) shall terminate the “Staffing Agreement”) for the provision employment of housekeeping servicessuch employees, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(fCompany (or the Hospital) shall offer employment to all such employees. Such offer shall be in a comparable position. For purposes of this Agreement, any such employees who accept employment with the Company (or the Hospital) shall be referred to as the “Staffing Transferred Employees.” The compensation and terms of employment for the Transferred Employees will governed by the existing policies and/or Collective Bargaining Agreements of the Company and/or the Hospital. Any Transferred Employee who does not become a member of a Collective Bargaining Unit will be employed on an “at-will” basis by the Company or the Hospital pursuant to applicable policies and procedures of that respective entity. (b) The Company or the Hospital shall provide (or cause to be provided) to all Transferred Employees employee benefits, plans and programs that are substantially comparable to the benefits, plans and programs provided to similarly situated employees of the Assignee. For purposes of eligibility and vesting under any such plans or programs provided by the Company/Hospital, each Transferred Employee shall be credited with all of his or her service with the Assignor and its affiliates. In addition, for purposes of each such Assignee plan or program that is a health or welfare plan, to the extent permitted under the terms of such plan or program and in accordance with the non-discrimination rules under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), with the understanding that Lessee JV Assignee shall simultaneously enter into waive (or cause to be waived) any waiting period and any pre-existing condition or restriction for Transferred Employees and their dependents. (c) The Company or the New Management Agreement Hospital shall employ and retain for such period of time following the Effective Date such number of Transferred Employees as shall be necessary in its reasonable opinion to avoid any potential liability by the Assignor (or any of its affiliates) for a violation of the Workers Adjustment and Retraining Notification Act (or under any similar state or local law) arising from the Assignee’s (or its affiliate’s) failure to notify such Transferred Employees of a mass layoff or plant closing (as defined hereinby such Act or similar state of local law). This provision will not prevent the Company or the Hospital from terminating a Transferred Employee who fails to satisfy performance expectations and/or commits misconduct after the Effective Date. (d) The Hospital, Assignee and a New Staffing Agreement (the Company assume all obligations and liabilities to all Transferred Employees with respect their accrued PTO as defined herein) on of the Closing Effective Date. In that connectionThe Assignor shall provide to the Hospital not later than January 5, Hersha Owner (and Hersha Lessee) do not anticipate 2009 the termination number of any employees hours of accrued PTO for each Transferred Employee as of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this AgreementEffective Date. Hersha Owner (and/or Hersha Lessee) shall The Assignor will be responsible for paying all wages and shall cause the timely payment of any benefits (other than accrued PTO) to, and withholding and paying all liability to or respecting employees related taxes for, all of the Hotel employed by Hotel Manager or employees listed on Exhibit B through the Staffing Company (collectivelyEffective Date in accordance with applicable law, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment cost of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing which shall be paid to Employees Assignor as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other set forth in connection therewithSection 5 above.

Employees. Hersha Owner shall (a) For a period of at least twelve (12) months following the Closing (the “Continuation Period”), Purchaser shall, or shall cause Hersha Lessee the Company and its Subsidiaries to, provide those employees who are employed by the Company and its Subsidiaries on the Closing Date (including employees on vacation, leave of absence, short or long-term disability) terminate (the “Continuing Employees”) with (i) base salary or base wages and cash bonus opportunities that are each no less favorable in the Management Agreement and aggregate than those being provided (or made available) to each Continuing Employees immediately prior to the Closing, (ii) severance and termination benefits that certain staffing agreement are no less favorable in the aggregate to those provided to each Continuing Employee immediately prior to the Closing and (iii) other employee benefits that are no less favorable in the “Staffing Agreement”aggregate than those benefits (including severance) for provided by the provision of housekeeping services, as such agreement is listed on Schedule 8.2(fCompany prior to Closing. (b) attached hereto (From and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on after the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager Purchaser or the Staffing Company and its Subsidiaries shall honor all contractual obligations under the Plans and Benefit Programs in connection accordance with their terms as in effect immediately prior to the transactions contemplated in this Agreement. Hersha Owner Closing Date. (and/or Hersha Lesseec) From and after the Closing, Purchaser shall be responsible (i) provide to Continuing Employees full credit for all purposes (including for purposes of eligibility, vesting and shall cause the timely payment of benefit determination) under any and all liability benefit or compensation plans, policies or arrangements maintained by Purchaser or any of its Affiliates (including the Company or its Subsidiaries) in which such Continuing Employee is eligible to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company participate (collectively, the ‘Employees“Purchaser Plans”), having accrued through the Adjustment Point, including liability ) for payment of all such Continuing Employees’ wagesservice 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 Plans and Benefit Programs; provided, bonuseshowever, commissionsthat no such service shall be recognized to the extent such recognition would result in the duplication of benefits or under any incentive plan, defined benefit plan or retiree health or insurance plan; (ii) use commercially reasonable efforts, under the applicable Purchaser Plan, to waive all limitations as to preexisting condition, exclusions, actively at work requirements, evidence of insurability and other forms of compensation earned by waiting periods with respect to participation and due coverage requirements under any Purchaser Plan that is a health or welfare benefit plan; and owing (iii) use commercially reasonable efforts, under the applicable Purchaser Plan, to Employees as provide credit under any Purchaser Plan that is a health or welfare benefit plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the Adjustment Point and claims coverage period during which any transfer of coverage occurs. (d) Purchaser shall be solely responsible for benefits satisfying the requirements of Employees incurred as Section 4980B of the Adjustment PointCode for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. (e) From and after the Closing, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of Seller shall cause all amounts payable pursuant to the Adjustment Point. Promptly following MEP to be paid pursuant to the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithterms thereof.

Employees. Hersha Owner (a) As of the Effective Time, Seller Group shall terminate all employees of Seller Group in connection with the business or operation of the Facilities and, as of the Effective Time, Buyer or an affiliate thereof (or the “Employer”) shall cause Hersha Lessee tooffer employment to all such employees of Seller Group (except for those employees listed on Schedule 9.1) terminate who also are active employees on an at-will basis (or, in accordance with the terms of any applicable Collective Bargaining Agreement), subject to Employer’s customary employee screening and employment practices, policies and procedures, except with respect to the employed physicians, whose contracts shall be assumed (and continued for a period of at least one year following Closing) by either the Buyer, or, at the Buyer’s election, by Bell Physician Practices, Inc., a Michigan nonprofit corporation (the “Physician Employer”), subject to customary employee screening and employment practices, policies and procedures and compliance with Legal Requirements. In addition, as of the Effective Time, Employer shall either (i) assume the Management Agreement existing employment agreement of the Chief Executive Officer of Seller Group; provided, however, that the employment of such Chief Executive Officer shall be subject to Employer’s customary employee screening and employment practices, policies, procedures and confirmation that such employment agreements comply with Legal Requirements; or (ii) enter into a new employment agreement with the Chief Executive Officer of the Seller Group on terms mutually acceptable to Employer and Seller Group. All currently represented bargaining unit employees of Seller Group will likewise be offered employment, subject to Employer’s same customary employee screening process referenced above. Bargaining unit employees who successfully complete such screening process will be offered employment under the terms and conditions of employment outlined within the Collective Bargaining Agreements. Such offers shall be for positions and at wages equivalent to those enjoyed by such persons immediately prior to Closing. All such offers of employment described herein will include the opportunity to participate in employee benefit plans provided by Employer or Physician Employer or their affiliates to employees at similar hospitals owned or operated by affiliates of Employer or Physician Employer (as of the Effective Time, such benefits, in the aggregate, shall not be materially less favorable to the Employees than those benefits provided by Seller Group immediately prior to Closing), subject to the requirements of any Collective Bargaining Agreements. To the extent permitted by applicable plans and Legal Requirements: (i) Employees would be eligible to participate in any benefit plan of the Employer, Physician Employer or their affiliates (“Employer Plans”) with no greater waiting periods or restrictions than apply to any particular employee for the current plan year as currently employed by the Seller Group; (ii) for purposes of determining eligibility and vesting under any Employer Plan, Employer shall recognize the seniority and service credit of the Employees with Seller Group; and (iii) Employees will be given credit for all vacation, sick and other PTO accrued with Seller Group. The term “Employee” as used in this Agreement shall mean all employees of Seller Group who commence employment with the Employer as of the Effective Time. (b) Seller Group shall continue to provide benefit accruals and coverages under the Benefit Plans and shall make all contributions, or where appropriate permit participants to make contributions, sufficient to fund accruals or sustain coverages in the Benefit Plans through the Effective Time, in each instance, consistent with Seller Group’s past practices and the terms of the respective Benefit Plans. (c) Following the Effective Time, Employer or Physician Employer, as the case may be, shall be solely responsible for providing continuation coverage (within the meaning of COBRA) to Employees (and their dependents) for qualifying events occurring prior to the Effective Time as well as for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9 as a result of the transactions contemplated by this Agreement with respect to any group health plan of Seller Group; provided, however that certain staffing agreement in no event shall this subsection (c) be construed to impose any obligation on Employer or Physician Employer to provide health benefits in excess of those required under Section 4980B of the Code and the regulations thereunder with respect to such M&A qualified beneficiaries. (d) Xxxxx to, as of and following the Effective Time, except with respect to the Non- Union Pension Plan and the Steelworkers Plan and as provided in Section 9.1(c), Seller Group and the Benefit Plans will remain responsible for benefits under the Benefit Plans, and none of Buyer, Employer or Physician Employer shall become responsible to maintain the Benefit Plans. (e) At the Effective Time, Buyer shall assume the sponsorship of the Non-Union Pension Plan and all rights, assets and obligations of Seller Group associated therewith. As promptly as possible after the Closing, Xxxxx will amend the Non-Union Pension Plan to substitute Buyer for Seller Group as the sponsor of the plan. (f) Notwithstanding the foregoing, in all events, including the funding, operation, management, participation, vesting, termination, amendment or modification of the Employer Plans, the rights and benefits of the Employees shall be governed solely by the terms of the Employer Plans. Nothing in this Agreement shall (i) be deemed to amend or modify any Employer Plan, or (ii) require Employer or Physician Employer to maintain the Employer Plans, or (iii) prohibit Employer or Physician Employer from terminating, amending or modifying any Employer Plan as Employer or Physician Employer, in its sole discretion, may deem advisable. For the avoidance of doubt, the term “Employer Plans” shall not include the Steelworkers Plan. (g) Pursuant to this Agreement Buyer is assuming, from and after the Closing Date, Seller Group’s obligations to contribute to the Steelworkers Plan under the Collective Bargaining Agreements. Accordingly, to avoid the imposition of any withdrawal liability on Seller Group and to comply with the “sale of asset exception” under Section 4204 of ERISA, the parties agree that they will notify the Steelworkers Plan in writing of their intention that the sale of assets hereunder be covered by Section 4204 of ERISA and the regulations thereunder. Buyer and Seller Group agree to take all such action as may be necessary to satisfy the sale of assets exception requirements set forth in Section 4204 of ERISA and the regulations thereunder. (i) On and after the Effective Time Buyer shall make contributions to the Steelworkers Plan for substantially the same number of contribution base units for which the Seller Group and its affiliates have an obligation to contribute pursuant to the Collective Bargaining Agreements immediately prior to the Effective Time. (ii) The parties agree to use their best efforts to demonstrate to the satisfaction of the Steelworkers Plan that the purchaser’s bond or escrow under Section 4204(a)(1)(B) of ERISA and the sale-contract provision under Section 4204(a)(1)(C) are not required under Section 4204 of ERISA and the regulations thereunder. However, in making such demonstration, neither Buyer (and its affiliates) nor the Seller Group shall be required to disclose non-public information to the Steelworkers Plan. If after best efforts Buyer and the Seller Group are unable to demonstrate to the satisfaction of the Steelworkers Plan that no purchaser’s bond or escrow is required under Section 4204 of ERISA, the Buyer, at its expense, shall provide to the Steelworkers Plan either a bond or an escrow in an amount and manner meeting the requirements of Section 4204 of ERISA. The purchaser’s bond or escrow shall be provided for a period of five plan years commencing with the first plan year beginning after the Effective Time (the “Staffing AgreementContribution Period”), in an amount equal to the greater of (A) the average annual contribution required to be made by the Seller Group and its affiliates pursuant to the Collective Bargaining Agreements under the Steelworkers Plan for the provision three plan years preceding the plan year in which the Effective Time occurs, or (B) the annual contribution that the Seller Group and its affiliates were required to make pursuant to the Collective Bargaining Agreements under the Steelworkers Plan for the last plan year before the plan year in which the Effective Time occurs. (iii) To the extent required pursuant to Section 4204(a)(3) of housekeeping servicesERISA, as such agreement is listed Buyer shall provide to the Steelworkers Plan, on Schedule 8.2(fbehalf of Seller Group, a bond or escrow equal to the present value of the withdrawal liability Seller Group would have had to the Steelworkers Plan with respect to the assets acquired by Buyer pursuant to this Agreement (but for the provisions of Section 4204 of ERISA), reduced to the extent provided under Section 4204(a)(3) attached hereto of ERISA in the event only a portion of Seller Group’s assets are distributed before the end of the Contribution Period. Notwithstanding the foregoing, the parties will use their commercially reasonable efforts to obtain a waiver from the Steelworkers Plan of the bond or escrow required under Section 4204(a)(3) of ERISA. (iv) If, during the Contribution Period, the Employer withdraws in a complete or partial withdrawal with respect to the operations of the business covered by the Steelworkers Plan, the Seller Group and its affiliates (determined following the service provider listed on Schedule 8.2(fClosing) shall be referred secondarily liable for any withdrawal liability they would have had to as the “Staffing Company”), Steelworkers Plan with respect to such operations (but for ERISA Section 4204) if the understanding that Lessee JV liability of the Employer with respect to the Steelworkers Plan is not paid. In lieu of incurring such secondary liability the Seller Group shall simultaneously enter into have the New Management Agreement right in its discretion to pay any such withdrawal liability of Employer or its affiliates in the event it deems it in its best interests to do so. (as defined hereinv) and a New Staffing Agreement Any of the Buyer or Seller Group shall promptly notify the other parties of any demand for payment of withdrawal liability received by any of the Buyer or Seller Group within five (as defined herein5) on years from the Closing Date. In that connection, Hersha Owner (and Hersha LesseeSchedule 9.1(g) do not anticipate sets forth the termination of any employees of Seller Group’s annual contributions to the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement Steelworker Plan for the Hotel (current plan year and the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewithlast three complete plan years for the Steelworkers Plan.

Employees. Hersha Owner With respect to Employees: (a) For a period of twelve months following the Closing, Parent shall provide or cause to be provided to the Employees in each jurisdiction in which such Employees are employed compensation and employee benefit plans, considered in the aggregate, that are comparable in all material respects to the level of compensation and employee benefits (other than equity based compensation) provided to the Employees immediately prior to the Closing. (b) In addition to and without limitation on paragraph (a) hereof, Parent shall provide for a period of twenty-four months following the Closing, severance benefits that are comparable in all material respects to the severance benefits provided to the Employees immediately prior to the Closing Date. (c) In addition to and without limitation on paragraph (a) hereof, Parent shall, and shall cause the Amalgamated Company to, adopt or assume, as applicable, or shall cause Hersha Lessee the Company's Subsidiaries and any successor of any of them to adopt or assume, effective as of the Closing, pension plans and programs for Employees on terms and conditions that do not result in any adverse effect or reduction in aggregate pension benefits to Employees compared to the benefits which they would have been eligible to accrue had their participation in the pension plans in which they were participants immediately prior to the Closing continued uninterrupted following the Closing. Without limitation on the foregoing, Parent shall, and shall cause the Amalgamated Company to) terminate (i) , assume, or shall cause the Management Agreement Company's Subsidiaries or any successor of any of them to assume, sponsorship of, and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping servicesany liabilities or other obligations relating to, as such agreement is listed on Schedule 8.2(f) attached hereto (any insurance contracts, trust agreements, or other funding vehicles relating to any pension plans or programs covering Employees and the service provider listed on Schedule 8.2(f) shall be referred in effect immediately prior to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connectionNothing in this paragraph is intended to prevent or in any way limit the ability of Parent following the Closing Date to terminate or amend any such plan in accordance with its terms. (d) Nothing in this Section 7.01 is intended to, Hersha Owner nor shall it be construed to, (and Hersha Lesseei) do not anticipate provide any rights to any Employee or any other third party or (ii) require the termination continued employment of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this AgreementPerson. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.ARTICLE VIII

Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due 5.1 With effect from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee the Resulting Company undertakes to engage, without any interruption in service, all employees of the Demerged Company, engaged in or in relation to the Demerged Undertaking, on the terms and Lessee JV conditions not less favourable than those on which they are engaged by the Demerged Company. The Resulting Company undertakes to continue to abide by any agreement/ settlement or arrangement, if any, entered into or deemed to have been entered into by the Demerged Company with any of the aforesaid employees. The Resulting Company agrees that the services of all aforesaid employees with the Demerged Company prior to the demerger shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering be taken into a new staffing agreement account for the Hotel purposes of all existing benefits to which the aforesaid employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity and other retiral/ terminal benefits. The decision on whether or not an employee is part of the Demerged Undertaking, be decided by the Demerged Company, and shall be final and binding on all concerned. 5.2 Upon the Scheme coming into effect and with effect from the Appointed Date, employment information, including personnel files (the “New Staffing Agreement”including hiring documents, existing employment contracts, and documents reflecting changes in an employee’s position, compensation, or benefits), payroll records, medical documents (including documents relating to past or on- going leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary records, supervisory files relating to the employees of the Demerged Undertaking and Hersha Lessee all forms, notifications, orders and Lessee JV agree contribution / identity cards issued by the concerned authorities relating to reasonably cooperate benefits shall be deemed to have been transferred to the Resulting Company. 5.3 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, as the case may be, will be transferred respectively to such provident fund, gratuity fund and superannuation funds nominated by the Resulting Company and/ or such new provident fund, gratuity fund and superannuation fund to be established in accordance with each other Applicable Law and caused to be recognized by the Appropriate Authorities, by the Resulting Company. Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the aforesaid employees would be continued to be deposited in connection therewiththe existing provident fund, gratuity fund and superannuation fund respectively of the Demerged Company.