Common use of Employees Clause in Contracts

Employees. (a) Seller shall terminate, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminateExecutive and other employees required for Operations may be employees of Nevada JV or any Affiliate as determined by the Operating Member. The Parties acknowledge that certain employees of Newmont Member or its Affiliates, effective as on the one hand, and of Barrick Member or its Affiliates, on the other hand, are leased to the Nevada JV under and in accordance with the terms and conditions of the Closing Date, respective employee lease agreements dated the employment date of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’this Agreement between Nevada JV and, as applicable, standard employment requirements. Each offer of employment to a Seller’s Newmont (the “Newmont Employee shall include base pay no less than Lease Agreement”) and Barrick (the base pay payable to such Seller’s “Barrick Employee as set forth on Schedule 3.19(aLease Agreement” and, together with the Newmont Employee Lease Agreement, the “Employee Lease Agreements”), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on of time provided in each such Employee Lease Agreement. Except as otherwise provided herein or in the first anniversary Employee Lease Agreements, the Operating Member, acting through the General Manager, shall have the authority to (A) hire, transfer or discharge, or to cause the hiring, transfer or discharge of, employees assigned to Operations, (B) establish the terms of their employment and their wages, salaries and benefits, (C) direct them as to their obligations and duties and (D) supervise them in the performance of their jobs. The Operating Member shall have discretion in appointing employees of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser Operating Member or its Affiliates from time to time for or, with the benefit consent of similarly situated Newmont or in accordance with the Newmont Employee Lease Agreement, employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser Newmont or its Affiliates, Purchaser shall provide such Transferred Employees (as to fill or second, on a group) temporary or indefinite basis, supervisory positions in connection with employee benefit plansOperations, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent that any employees of Newmont or its Affiliates are seconded to the Nevada JV, Newmont shall be entitled to payments in accordance with the Newmont Employee Lease Agreement, in the case of employees seconded thereunder, and otherwise required in accordance with the Accounting Procedures, mutatis mutandis. To the extent that any of the duties of the Operating Member set forth herein are carried out by applicable lawemployees of Nevada JV, Purchaser such duties shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause be carried out under the waiver of, anysupervision of the Operating Member.

Employees. (a) Seller shall terminate, effective as Section 4.14(a)(i) of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions Disclosure Schedule sets forth an accurate list of the following information for each Employee (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on extent that providing such information does not violate applicable Law): name; job title; current salary grade; current salary; annual target bonus and/or annual target sales commissions; target long-term incentive payments; accrued earned vacation; and service date or before the Closing Dateany adjusted service date reflecting service credit for prior employment; provided, however, that any offer at least five days prior to Closing, with respect to Employees in Canada, the job title will be provided and with respect to all Employees accrued earned vacation will be provided to Buyer and the letter of employment to, and any employment by Purchaser or any Seller responsive to Section 4.14(a)(i) of its Affiliates of, a the Seller’s Employee are subject Disclosure Schedule shall be updated to all include such information. Seller will have also provided, or caused the Company to provide, to Buyer an accurate list of Purchaser’s and its Affiliates’those employees who, as applicableof the date hereof, standard employment requirementsare on leave of absence (other than employees employed by the Business in the United States on long term disability leave) or who are otherwise not actively employed (each an “Inactive Employee”) and will have indicated to Buyer the date on which each Inactive Employee is expected to return to active employment. Each offer of employment Except for the Employees and the personnel who will provide assistance to a Seller’s Employee shall include base pay no less than the base pay payable Company or the Subsidiaries pursuant to such Seller’s Employee the TSA after the Closing or as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each described in Section 4.14(a)(ii) of Seller’s Employees Disclosure Schedule, there are no other persons who accepts such offer are engaged in the operations of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisthe Business. (b) Purchaser shall Except as set forth in Section 4.14(b) of the Seller’s Disclosure Schedule, (i) provide each Transferred Employee, for the one-year period ending on the first anniversary none of the Closing DateEmployees have contracts of employment with the Company or a Subsidiary, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred all Employees (as a group) during their are employees “at will” whose employment with Purchaser with employee benefit plans, programs and policies is terminable without liability therefor (other than equity-based plansliability for severance payments or liability for retention or stay payments), programs or policiesand (iii) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as none of the Closing DateEmployees have contracts or other agreements with the Company or a Subsidiary relating to stay bonuses or offer letters providing for retention or stay payments, unless otherwise required by law commissions, compensation, special monetary or the terms of any such plan. If there are no similarly situated employees of Purchaser vacation awards, non-compete provisions or its Affiliatesagreements, Purchaser shall provide such Transferred Employees (as perquisites, warrants or other benefits to Employees; except in all cases that would not have a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansMaterial Adverse Effect. (c) With respect to Purchaser Plans, except Seller has not received notification of any impediment to the extent employment of any Employee under applicable Laws and is not otherwise required aware of any impediment that would have a Material Adverse Effect. (d) Except as set forth in Section 4.14(d) of the Seller’s Disclosure Schedule or as contemplated by applicable lawSection 14.4, Purchaser shall use commercially reasonable efforts neither the Closing nor any of the transactions contemplated under this Agreement will trigger, meet any condition or create any payment obligation under any Company Benefit Plans. Except as set forth in Section 4.14(d) of the Seller’s Disclosure Schedule, neither the Closing nor any of the transactions contemplated under this Agreement will give rise to any “parachute payments” as defined under Section 280G of the Code or any other payments (i) with respect to each such Purchaser Plan that is a medical including any change of control payments, stay bonuses, severance payments or health plan, waive, or cause the waiver of, anysimilar payments).

Employees. (a) Seller shall terminate, effective SCHEDULE 3.20 sets forth a complete and accurate list of all the employees of the Company and each Subsidiary as of the Closing Datedate hereof (the "EMPLOYEES"), together with the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” following information for each such Employee: name, position held, current salary, 2002 bonus, commission and shall pay to Seller’s Employees all wages, salaries, commissions incentive amounts (if any) ), Fair Labor Standards Act status, date of hire, current salary grade, annual vacation entitlement, accrued, but unused vacation, service date for employee benefit plan purposes, social security number, work locations and bonuses any other information the Purchaser may reasonably request. SCHEDULE 3.20 will indicate which Employees are not actively at work due to theman approved medical, includingfamily, without limitationmilitary, all unused Paid Time Off or personal leave under the policies of the Company or any Subsidiary (the "INACTIVE EMPLOYEES") and, to the extent known, the date on which each Inactive Employee is expected to return to active employment. SCHEDULE 3.20 will be updated as defined under Seller’s policies accrued up of five (5) business days prior to the Closing Date. Xxxxxxxxx agrees to make an offer Date and will be true and correct in all material respects as of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisdate. (b) Purchaser shall (i) provide each Transferred EmployeeExcept as set forth in SCHEDULE 3.20, for the one-year period ending on the first anniversary none of the Closing DateEmployees have informed the Company or either of the Subsidiaries that he/she intends to terminate employment with the Company or either of the Subsidiaries, as applicable. SCHEDULE 3.20 also sets forth a rate description of base pay that is no less any written Contract, other than the rate of base pay Benefit Plans set forth on Schedule 3.19(a) in SCHEDULE 3.10 hereto, with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their the conditions of employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such planEmployees. If there All Employees are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansemployed on an "at-will" basis. (c) With respect Except as set forth in SCHEDULE 3.20, none of the Employees are working based upon a non-resident visa and the Company and the Subsidiaries have complied with their respective obligations under the Immigration Reform Control Act. (d) Based on the Contracts to Purchaser Planswhich the Company and each of the Subsidiaries is a party, except neither the Company nor either of the Subsidiaries is presently subject to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyrequirements of Executive Order 11246.

Employees. (a) Except for the employees of Seller (the “Retained Employees”) as set forth on Schedule 4.1(a), as of Closing, Buyer shall offer at-will employment to all persons who are employees of the Business at such time (the “Continuing Employees”). Seller shall terminateattach a list of all Continuing Employees, effective as their rate of compensation, job title and exempt/non-exempt status. It is Seller’s present intention to retain the employment of those individuals listed on Schedule 4.1(a). Based on the foregoing covenant of Buyer, Seller has made no filings, given no notices or otherwise complied with the WARN Act (29 U.S.C. 2101 et seq.) and similar state laws (“WARN Laws”). (b) From and after the Closing Date, Buyer will evaluate each of Seller’s bonus and other compensation plans generally applicable to the employment Continuing Employees as of all employees the date of this Agreement, consult with the executive officers listed on Schedule 3.19(a4.1(a) “Seller’s Employees,” and shall provide bonus and/or other compensation plans substantially similar to other similarly situated employees employed by Buyer. Buyer agrees to pay all bonus amounts accrued as part of the Net Working Capital of the Business to Seller’s Employees all the applicable employees at the end of the applicable bonus period in accordance with historical practices of the Business. (c) Except for wages, salariesbonus, commissions (if any) vacation pay and bonuses which are due sick pay assumed pursuant to themthis Agreement, includingor as expressly contemplated by this Agreement, without limitationBuyer shall assume no liability for any agreements, arrangements, Employee Plans, commitments, policies or understandings of any kind relating to employment, compensation or benefits for the present or former employees of the Business for all unused Paid Time Off as defined under Seller’s policies accrued up employment prior to the Closing Date. Xxxxxxxxx agrees The parties agree that no employee shall be entitled to make an offer any third party beneficiary status by virtue of employment this Section 4.1. Nothing in this Agreement or in Section 4.1 obligates Buyer to each employ a Continuing Employee for any specified of Seller’s Employees on or before the Closing Date; provided, however, that any offer minimum period of employment totime, and nothing therein or in this Agreement shall constitute a limitation on the right of Buyer to terminate any employment by Purchaser Continuing Employee at will. All Continuing Employees shall be employees at will and may be terminated at any time, with or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a)without notice, and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employeeor without cause.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminate, effective as of At least five (5) Business Days prior to the Closing Date, the Purchaser or its Affiliates will extend a written offer of employment to the active Employees (i.e., those who are not described in the second sentence of all employees listed the definition of Employee), such offer to be on Schedule 3.19(a) “Seller’s Employees,” terms and shall pay conditions, including pay, position, responsibility and benefits, that are, in the aggregate and when taken as a whole, substantially similar to, or better than, the terms and conditions provided to Seller’s such Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up immediately prior to the Closing Date. Xxxxxxxxx agrees With respect to make inactive Employees (i.e., those described in the second sentence of the definition of Employee), the Purchaser will extend a written offer of employment on same terms and conditions as similar Employees of the Purchaser when such inactive Employee is ready to return to active status; provided however, that this obligation shall not extend beyond December 31, 2010. In addition, Purchaser, the Acquired Company or a Purchaser Affiliate shall extend a written offer of employment to the employees of Seller Affiliates set forth on Schedule 10.1(a) on the same terms and conditions as similar Acquired Company Employees. An active Employee shall be deemed to have accepted an offer of employment from the Purchaser if he or she presents himself or herself as available for active employment at his or her then applicable place of employment on the first Business Day immediately following the Closing Date (or, in the case of an active Employee who is absent from work on the Closing Date due to vacation, holiday or temporary illness, the first Business Day following the Closing Date that such active Employee is scheduled to return or is fit to return to active employment) and executes commercially reasonable Purchaser employment documents for its new employees. (b) Each (i) Acquired Company Employee and (ii) Employee who accepts the offer of employment extended by the Purchaser or its Affiliate pursuant to Section 10.1(a) will be referred to in this Agreement as a “Transferred Employee”. The Purchaser agrees to assume, or to cause the appropriate Affiliate of the Purchaser to assume, all Liabilities with respect to the Transferred Employees which accrue following the Closing Date. The Seller may terminate the employment of any Employee who does not become a Transferred Employee on the Closing Date. (c) Through December 31, 2010 (the “Continuation Period”), the Purchaser or its Affiliates will provide the Transferred Employees with employee benefits (including but not limited to welfare benefits, severance and retirement benefits) that are, in the aggregate and when taken as a whole, substantially equivalent to, and no less favorable than, those benefits provided to such Transferred Employees immediately prior to the Closing. (d) Notwithstanding anything else in this Section 10.1, all Transferred Employees in the United States shall be employees-at-will of the Purchaser. (e) On or within five (5) Business days after March 31, 2010, the Seller shall notify the Purchaser of the gross amount payable to eligible Employees, on a per employee basis, for bonuses for 2009 performance and all management or sales incentive plan, stay bonus or retention bonus program or agreement payments, in each case that are or would have been due and payable to an Employee if such Employee were to have remained an employee of the Seller or an Affiliate of the Seller through March 31, 2010 (the “Bonus Payments”). Upon the next payroll disbursement to Employees thereafter, the Purchaser shall pay to each eligible Employee who is still an Employee of the Business at such time such Employee’s relevant portion of the Bonus Payments, as notified by the Seller, less any withholdings and deductions therefrom required by applicable Law. The Seller shall reimburse the Purchaser in an amount equal to the Bonus Payments one Business Day prior to the payment to eligible Employees. (f) The Purchaser agrees that (i) all unpaid accrued vacation and sick time as of the Closing Date shall be the Purchaser’s Employees responsibility and shall be recognized by the Purchaser under its policies to the extent not paid by the Seller on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee Date and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) to the extent that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that Seller is frozen as of the Closing Date, unless otherwise required by law applicable Law or the terms of any such plan. If there are no similarly situated employees Seller Plan to make any payment to any Transferred Employee for any unpaid accrued vacation or sick time as of the Closing Date in connection with the consummation of the transaction, the Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaserpromptly reimburse the Seller for the amount of such payment, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except but only to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to that the Liabilities described in (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause and (ii) above are properly reflected on the waiver of, anyFinal Closing Net Working Capital.

Employees. (a) Seller shall terminateSchedule 2.18(a) correctly sets forth (redacted where required by applicable Law) the (i) name or employee ID, effective (ii) job title, (iii) work location, (iv) start date, (v) annual salary or hourly wage (as applicable), (vi) overtime exemption status (for United States based employees), (vii) full-time or part-time status, (viii) visa status (including type and sponsoring entity), and (ix) accrued but unused vacation and sick time of all current Company Employees as of the Closing Datedate hereof, and for each such Company Employee who is absent from active employment as of the date of this Agreement (including as a result of leave of absence or disability), the anticipated date of return to active employment. No employees of Seller or its Affiliates, other than the Company Employees, have devoted more than half (1/2) of their respective working time to the business of the Company during the prior twelve (12) months (or such shorter period as they have worked for Seller or its Affiliates) or are otherwise key to the business of the Company or its Subsidiaries. Except as set forth on Schedule 2.18(a), each current Company Employee as of the date hereof has job duties that are primarily or exclusively dedicated to the business of the Company. Except as contemplated by the Transition Services Agreement, the Company Employees are sufficient in number and skill to operate the Business in substantially the same manner as conducted by Seller and its Affiliates (including the Company) prior to the Closing. (b) Except as set forth on Schedule 2.18(b), (i) neither the Company nor Seller has Knowledge that any executive of the Company or key Company Employee or any group of Company Employees has any plans to terminate employment with the Company; (ii) the Company and Seller and its Affiliates, with respect to the Business, have complied for the past three (3) years in all material respects and are in compliance in all material respects with all Laws relating to labor, employment, personnel, and employment practices (including provisions thereof relating to employment or labor standards, terms and conditions of employment, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), overtime, equal opportunity, independent contractors, contingent workers, collective bargaining, labor relations, industrial relations, unions, affirmative action, harassment, sexual harassment, discrimination, retaliation, plant closures and layoffs (including the WARN Act), workers’ compensation, workplace safety, occupational health and safety, pay equity, pay transparency, restrictive covenants, disability rights or benefits, employee leave issues, employee trainings and notices, employment or unemployment insurance, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas) and the withholding and payment of social security and other Taxes) and are not liable for any material assessments, penalties or other sums for failing to comply with any such Laws; and (iii) there is no, and during the past three (3) years has been no, Action pending, outstanding, or to the Knowledge of the Company, threatened, nor is there any order, injunction, ruling, writ, decree, decision, settlement, award, direction or conviction currently registered or outstanding against or in respect of the Company or its Subsidiaries or Seller and its Affiliates, with respect to the business of the Company, under or in respect of or in connection with any Laws relating to labor, employment, personnel, or employment practices. (c) Neither the Company or its Subsidiaries nor Seller or its Affiliates is party to, or bound by, any Labor Agreement, and no Company Employees are represented by any labor union, works council, or other labor organization or employee representative or group of employees with respect to their employment. To the Company’s Knowledge, no organizing or decertification activities are underway, threatened, or have occurred within the past three (3) years and no other question concerning representation exists. The Company has not made any commitments to, entered into any collective bargaining agreements or other labor contracts with, or conducted negotiations with any labor union, labor organization or association, or employee representative or group of employees with respect to any employees of the Company or any Company Employees within the past three (3) years. No strike, picketing, handbilling, work stoppage or slowdown, lockout, unfair labor practice charge or other material labor dispute, grievance, arbitration, or disruption involving or affecting the Company is underway or, to the Company’s Knowledge, threatened, and no such dispute or disruption has occurred within the past three (3) years. (d) To the Company’s Knowledge, no Company Employee or individual, independent contractor or consultant of the Company or Seller or its Affiliates, with respect to the business of the Company, is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, restrictive covenant, employment, consulting or similar agreement or fiduciary duty or common law nondisclosure obligation owed to (i) the Company or Seller or its Affiliates, or (ii) any third party with respect to such person’s right to be employed or engaged by the Company or Seller and its Affiliates. (e) Schedule 2.18(c) sets forth the bonuses paid to the Company’s officers and employees in respect of the fiscal year ended December 31, 2022, and the maximum bonus which may be earned by such officers and employees in respect of the fiscal year ending December 31, 2023. (f) Except as set forth on Schedule 2.18(f): (i) the Company is, and for the past three (3) years has been, in material compliance with Laws respecting the proper classification and treatment of all employees listed on Schedule 3.19(aindividuals providing services to the Company or its Subsidiaries or Seller and its Affiliates, with respect to the Business, as independent contractors or other non-employee service providers; and (ii) “Seller’s Employees,” except as would not result in any material Losses for the Company, the Company, its Subsidiaries and shall pay Seller and its Affiliates, with respect to Seller’s Employees the Business, have paid all wages, salaries, commissions (if any) bonuses, commissions, wage premiums, fees, expense reimbursement, severance and bonuses which are termination payments and other compensation that has come due and payable to themall current and former employees, includingconsultants, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment toindependent contractors, and other individual service providers pursuant to any Law, contract or policy. With respect to this transaction, any labor or employment by Purchaser related notice, information, consultation or bargaining obligation owed to any of its Affiliates oflabor union, a Seller’s Employee are subject works council, or other labor organization or employee representative or employee under any Law or contract has been fully and timely satisfied. Within the ninety (90) days prior to all of Purchaser’s Closing, neither the Company nor Seller and its Affiliates’, as applicablewith respect to the Business, standard employment requirements. Each offer have implemented any plant closing or layoff of employment to a Seller’s Employee shall include base pay no less than employees that could implicate the base pay payable to WARN Act, nor are any such Seller’s Employee as set forth on Schedule 3.19(a)actions currently contemplated, and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisplanned or announced. (bg) Purchaser shall In the past three (i3) provide each Transferred Employeeyears, for the one-year period ending on the first anniversary of the Closing DateCompany, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) its Subsidiaries, and Seller and its Affiliates, with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansthe Business, programs and policies (have reasonably investigated all sexual harassment, or other than equity-based plansharassment, programs discrimination or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit retaliation allegations of similarly situated employees which any of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”)them was aware. Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical allegation (except those the Company or health planSeller and its Affiliates reasonably deemed to not have merit), waivethe Company or Seller or its respective Affiliate has taken reasonable corrective action. To the Company’s Knowledge, or cause the waiver of, anyno such allegations are expected to result in material liability.

Employees. (a) Seller A. Purchaser agrees to and shall terminate, effective as offer employment to substantially all of the Closing Date, the employment employees of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar Seller involved in the aggregate Business ("Employees") on substantially the same terms as disclosed to those employee benefit plansPurchaser herein, programs and policies provided that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with offer employment to any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or Persons specified on Schedule 8.14(A) hereto (the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, "Excluded Employees"). B. Seller and Purchaser shall promptly take the necessary steps to provide such Transferred Employees for a plan transfer (as such transfer is described in Section 414(1) of the Code) of account balances (in cash and including outstanding loans) of Employees from the Seller 401(K) Plan. Such transfers shall not take place until Purchaser provides Seller a group) with employee benefit written opinion of its counsel that such Purchaser savings plans, programs in form, are qualified plans as described in Section 401(a) of the Code, which meet the requirements of Section 401(K) of the Code, and policies that are substantially similar in any related trust meets the aggregate to those requirements for exemption from income taxability of SellerSection 501(a) of the Code, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by or Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) provides a favorable IRS determination letter with respect to each such Purchaser Plan that savings plan and associated trust. If such amounts are not transferable, each such Employee who is a medical hired by Purchaser will continue to be subject to the Seller's plan with respect to the 401(K) account balance in accordance with the terms thereof. C. Seller shall be solely responsible for severance benefits liability, if any, with respect to any termination by Seller of the Excluded Employees. D. Nothing expressed or health plan, waiveimplied in this Agreement shall confer upon any Employee, or cause the waiver ofany legal representative thereof, anyany rights or remedies, including any right to employment, whether directly or as a third party beneficiary, or continued employment for any specified period, of any nature or kind whatsoever.

Employees. (a) Seller As of the Closing, Sellers shall terminateterminate or cause its Affiliates to terminate all of its Employees at the Facilities, effective and Buyers or its Affiliates shall offer employment to substantially all active non-physician Employees of Sellers at the Facilities in accordance with terms and conditions of employment established by Buyers; provided, however, Buyers reserve the right not to hire any individual Employee consistent with the applicable policies and procedures of LifeCare. Buyers shall also hire each of the Sellers’ other employees at the Facilities who, on the Closing Date, is on either military leave or such other leave which, under applicable federal or state law, entitles such employee to be rehired, once any such employee has been cleared to return to work prior to the expiration of any such rehire right, each of whom is identified on Schedule 4.23, which schedule shall be updated no later than five (5) Business Days after the Closing to accurately identify those who are on leave of absence as of such date. The initial terms and conditions of employment of any of Sellers’ employees will include offering positions to such Employees at their existing base wage and salary levels with benefits comparable to those generally offered to similarly-situated Employees at long term acute care hospitals that are owned and operated by Affiliates of LifeCare; (b) Except as disclosed on Schedule 10.3(b), the term “Employee” as used in this Agreement means an active employee of Sellers who is employed at and physically located at a Facility and identified on Schedule 4.23. The term “Hired Employee” as used in this Agreement means an Employee who accepts employment with Buyers as of the Closing Date, and in addition, any Employee of Sellers who is on leave as of the Closing Date who later accepts employment with Buyers in accordance with the terms of Section 10.3(a). All Hired Employees will be retained as employees-at-will. The terms of all such Hired Employees’ employment with Buyers shall be in accordance with usual and customary practices for employees listed on Schedule 3.19(a) “Seller’s Employees,” of LifeCare and its Affiliates. Buyers shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to themprovide each Hired Employee with employee benefits, including, without limitation, all retirement, welfare and paid time off, consistent with similarly-situated employees at long term acute care hospitals that are owned and operated by Affiliates of LifeCare. With respect to such employee benefits, to the extent lawful and provided for under Buyers’ ‘policies and contracts, Buyers shall honor the Hired Employees’ prior service credit under Sellers’ welfare benefit plans for purposes of eligibility and satisfying pre-existing condition limitations in Buyers’ welfare benefit plans. Buyers shall also honor the Hired Employees prior service with Sellers for purposes of eligibility and vesting in Buyers’ retirement benefit plans and other service-based plans such as paid time off, but shall not accrue benefits or make contributions to such plans with respect to such prior service. Buyers shall carry over, and give credit for, the unused Paid Time Off as defined under Seller’s policies accrued up days of the Hired Employees based on the valid records of Sellers, but only to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, extent that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on amounts do not exceed the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee maximum allowed accrual under Buyers’ policies and (ii) provide the value of such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar Paid Time Off is reflected in the aggregate to those employee Final Net Working Capital. Participation in such benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate plans shall begin as soon as administratively feasible after the Closing Date for participating Hired Employees (and eligible dependents) and for all other Hired Employees who, given their service with Sellers, have met the age and service requirements for participation under the respective Buyers plans. If Buyers terminate the employment of any Hired Employee at any time after the Closing, Buyers shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms responsible for costs and consequences of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anytermination;

Employees. (a) Schedule 7.9(a) sets forth a list of the Business Employees as of the date hereof. In the event that any Business Employee ceases to be employed by Seller and its Affiliates, Seller (i) by delivery of written notice thereof to Buyer, shall promptly update Schedule 7.9(a) to remove from such list the name of such person, and (ii) shall use commercially reasonable efforts to fill such position with a person of comparable qualifications, skill and experience reasonably acceptable to Buyer. Upon such replacement, Schedule 7.9(a) shall be updated to include the name of such person. Seller shall terminatenot otherwise modify Schedule 7.9(a) without the prior written consent of Buyer. (b) By such date as may be reasonably requested by Seller (and no later than twenty (20) Business Days prior to the anticipated Closing Date), effective Buyer will give Qualifying Offers of employment to each of the Business Employees. As used herein, a “Qualifying Offer” means an offer by Buyer to continue employment with the Business (i) at a level of base pay at least equal to such employee’s base pay in effect immediately prior to the Closing Date, (ii) with a primary work location within a thirty (35) mile radius from such employee’s primary work location immediately prior to the Closing Date, and (iii) with benefits that, together with wages, are in the aggregate substantially comparable to the aggregate benefits and wages in effect for such employee immediately prior to the Closing Date. All Qualifying Offers of employment made by Buyer pursuant to this Section 7.9(b) will be made in accordance with all applicable Laws, will be conditioned only on the occurrence of the Closing, and will include such additional information as shall be mutually agreed by Seller and Buyer. As of the Closing Date, the employment all Business Employees shall be deemed to be employees of all employees listed on Schedule 3.19(aBuyer, unless at least five (5) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up Business Days prior to the Closing Date. Xxxxxxxxx agrees Date such Business Employee has failed to make an offer of employment to each of accept in writing Seller’s Employees on or before Qualifying Offer of employment. Buyer shall keep Seller reasonably apprised as to the Closing Date; providedstatus of all such offers. Following acceptance of such offers, however, that any offer of employment toBuyer will provide written notice thereof to Seller, and any employment by Purchaser or any of its Affiliates of, a Seller’s Seller will provide Buyer with access to the Transferred Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirementsRecords. Each offer of employment such person who becomes employed by Buyer pursuant to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that this Section 7.9(b) is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to herein as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) The employees, pertaining to the Business are exclusively those listed in Exhibit E and they are entitled to the levels, salaries and seniorities specified therein. All Transferred Personnel, are regularly recorded in the appropriate books and records of the Seller shall terminatetogether with the aggregate compensation payable to each of them, effective all in accordance with applicable laws. No employees, in addition to those listed in the above Exhibit E are entitled to be transferred to the Buyer in accordance with Article 2112 of the Italian Civil Code. The Seller has duly complied with the national collective labour contracts applicable to the specific field of activity of the Business as well as with any other current regulations. Exhibit K sets forth a complete and accurate list of all of the collective rules applicable to the Transferred Personnel as of the Closing Date, date hereof (the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date"Collective Rules"). Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary As of the Closing DateDate the Seller will have duly and fully paid to the Transferred Personnel all salaries, a rate inclusive of base pay that is no less than all items and amounts due, and will file all declarations and make all payments and allocations and other payments in general provided for by the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter aslaws, the “Purchaser Plans”)Collective Rules and Labour Contracts including, by way of example but not limited to, all payments due to social security, pension, insurance and other labour charges (exception made for severance indemnity, i.e. the "trattamento di fine rapporto", which has been duly allocated) due under such laws, Collective Rules or Labour Contracts. Notwithstanding All Collective Rules and Labour Contracts have been managed and implemented by the foregoing, Purchaser shall not be required to provide Seller in accordance with their respective terms. No proceeding with any of the Transferred Employees with Personnel, in connection with, or under, any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing DateCollective Rules, unless laws or any Labour Contract or otherwise required by law or is pending and, to the terms best knowledge of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case no such proceeding is threatened and no claim therefore exists. Since October 1, 2001, there have been no proceedings against (or threatened against) the Seller hereby agrees to provide Purchaserby any of the Transferred Personnel. As at the date hereof, upon written requestis not pending nor, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable lawbest knowledge of the Seller, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health planthreatened, waiveany labour dispute between the Seller and any labour organization, or cause any strike, slowdown, jurisdictional dispute, work stoppage or other similar organized labour activity involving any of the waiver ofTransferred Personnel, anywhich may affect the Business.

Employees. (a) As of the Effective Time, the Seller shall terminateterminate the employment of all the employees who work exclusively in connection with the Business (the “Terminated Employees”). The Seller shall pay all amounts owed to the Terminated Employees for services rendered prior to the Effective Time, including in respect of salary and any accrued but unpaid bonuses; provided, that the Seller shall not pay any amounts to the Terminated Employees who do not subsequently qualify as Transferred Employees in respect of accrued but unpaid time off (“Accrued PTO”). (b) The CS Buyer shall, or shall cause an Affiliate of the CS Buyer to, offer employment effective as on the Closing Date, to all of the Terminated Employees (who may include any Terminated Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence) other than those identified on Schedule 5.6(b) (the Terminated Employees who accept such employment and commence employment on the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Transferred Employees,” and ”). Seller shall pay to Seller’s Employees all wages, salaries, commissions extend COBRA benefits (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Dateextent required by applicable law) to any Terminated Employees who do not become Transferred Employees. Xxxxxxxxx agrees For the period commencing as of the Effective Time and ending on the date which is sixty (60) days from the Closing, the Seller shall be responsible for all severance expenses for any Transferred Employee terminated by the CS Buyer for any reason, and such payment from the Seller may either be paid directly to make an offer of employment such terminated Transferred Employee or paid as a reimbursement to each of Seller’s Employees on or before the Closing DateCS Buyer; provided, however, the CS Buyer shall pay when due up to an aggregate amount of $50,000 toward any severance payments due from Seller to the Transferred Employees under the Emmis Operating Company Severance Pay Plan for Entity Leaders and Department Heads dated effective January 1, 2009, and the Emmis Operating Company Severance Pay Plan for Employees dated January 1, 2009; provided, further, that any offer obligations under such plans in excess of employment the aggregate amount of $50,000 shall be the sole liability of Seller. (c) At the Effective Time, the CS Buyer shall, or shall cause an Affiliate of the CS Buyer to, and any employment by Purchaser provide each Transferred Employee with: (i) base salary or any of its Affiliates of, a Seller’s Employee hourly wages which are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable salary or hourly wages provided by the Seller immediately prior to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and Closing; (ii) provide such Transferred Employees target bonus opportunities (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than excluding equity-based planscompensation), programs or policiesif any, which are substantially similar to the target bonus opportunities (excluding equity-based compensation) provided by the Seller immediately prior to the Closing; and (iii) retirement and welfare benefits that are substantially similar in the aggregate to those provided by the Seller immediately prior to the Closing. Further, the CS Buyer shall, or shall cause an Affiliate of the CS Buyer to, give each Transferred Employee credit for his or her Accrued PTO and pay such amounts to such Transferred Employee as required by law or otherwise had such Transferred Employee remained in the employ of the Seller; provided, however, the CS Buyer’s obligation to pay such amount shall not exceed, in the aggregate, the Accrued PTO amount set forth in Schedule 2.5(a). After the Effective Time, the CS Buyer shall have no obligation to continue such salary, hourly wages, target bonus or retirement and welfare benefits. (d) With respect to any employee benefit plans, programs and policies that are plan maintained by Purchaser the CS Buyer or its Affiliates from time to time an Affiliate of the CS Buyer for the benefit of similarly situated employees any Transferred Employee, effective as of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter asClosing, the “Purchaser Plans”). Notwithstanding the foregoingCS Buyer shall, Purchaser or shall not be required to provide cause its Affiliate to, recognize all service of the Transferred Employees with any benefits the Seller, as if such service were with the CS Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, (y) such service was not recognized under any defined the corresponding benefit pension plan plan, or retiree medical plan (z) such service is greater than ten (10) years. (e) This Section 5.6 shall be binding upon and inure solely to the benefit of Purchaser that is frozen as each of the Closing Dateparties to this Agreement, unless otherwise required and nothing in this Section 5.6, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by law reason of this Section 5.6. 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 agree that the terms set forth in this Section 5.6 shall not create any right in any Transferred Employee or any other Person to any employment with the CS Buyer or any of its Affiliates or compensation or benefits of any nature or kind whatsoever. (f) In accordance with Treasury Regulation Section 54.4980B-9, the Seller shall remain responsible for all liabilities and obligations in connection with claims for post-employment medical, vision and dental benefits that may be required under I.R.C. § 4980B in connection with (i) any of its Terminated Employees, or (ii) any “qualified beneficiary” (within the meaning of I.R.C. § 4980B) of any such planTerminated Employees who is receiving post-employment medical, vision or dental benefits or whose “qualifying event” (within the meaning of I.R.C. § 4980B) entitling such individual to such benefits occurred on or before the Closing Date (collectively, “M&A qualified beneficiaries” as defined in Treas. If there are no similarly situated employees of Purchaser or its AffiliatesReg. Section 54.5980B-9, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansQ/A-4). (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) The Parties agree as follows with respect to offers of employment to employees of the Seller shall terminate, effective as of employed in the Merchant Business: (i) At least two weeks prior to the Closing Date, the Purchaser shall cause an Affiliate of the Purchaser to offer full-time employment to those employees of all employees the Seller whose names are listed on Schedule 3.19(a4.3(a)(i) “Seller’s (the "Transferred Employees,” ") ------------------ as of the Effective Time on terms and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses conditions which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up no less favourable in the aggregate than those in effect for the Transferred Employees immediately prior to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (bii) The terms and conditions of employment offered by the Purchaser's Affiliate to a Transferred Employee shall be as agreed by the Seller and the Purchaser and in any event shall (i) provide each Transferred Employeeprovide, at least for the one-year period ending on the first anniversary of 12 months after the Closing Date, a rate of for (i) no reduction in any Transferred Employees base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and salary; (ii) provide such no material change in any Transferred Employee's job content or duties; and (iii) no significant geographic relocation of the Transferred Employee. (iii) Offers to Transferred Employees by the Purchaser's Affiliate under this Section 4.3(a) shall be in a form mutually agreed upon by the Seller and the Purchaser. (as a groupiv) during their Subject to the Employee Benefit Plan Agreement, which is substantially in the form of Schedule 4.3(a)(iv), the terms ------------------- and conditions of employment with Purchaser with employee benefit plansthe Purchaser's Affiliate provided for in offers under this Section 4.3(a) shall remain in effect, programs and policies (without notice of change except for improvements, for Transferred Employees who accept such offers, for a period of at least 12 months following the Closing Date. For greater certainty, the Purchaser's Affiliate may terminate a Transferred Employee's employment during the 12 months following the Closing Date for cause but shall not give notice of termination, other than equity-based plansfor cause, programs prior to the end of such 12 month period. (v) Subject to the last sentence of this Section 4.3(a)(v), where the Purchaser's Affiliate makes offers of employment to Transition Employees, the provisions of this Section 4.3(a) shall apply to such offers as if the Transition Employees were Transferred Employees, except that, in the case of an offer to a Transition Employee, references herein to "Effective Time" or policies) that are substantially similar "Closing Date" shall be read as references to the date on which the Transition Employee commences employment pursuant to such offer. For the purposes of this Section 4.3(a), the terms and conditions of the employment offered to a Transition Employee by the Purchaser's Affiliate shall be deemed to be no less favourable in the aggregate than such Transition Employee's terms and conditions of employment with the Seller immediately prior to those employee benefit plans, programs the date on which he or she accepts the offer of employment with the Purchaser's Affiliate if the terms and policies that are maintained conditions of employment offered by the Purchaser or its Affiliates from time the Affiliate are the same, except for adjustments to time for reflect the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plansTransition Employee's actual base salary with the Seller immediately prior to the date on which the offer is made, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after as the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as terms and conditions of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such offers made hereunder to Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansEmployees. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminate, effective as Not more than 20% of the Closing Date, individuals identified on a schedule provided by the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay Company to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up Parent prior to the Closing Date. Xxxxxxxxx agrees to make an offer date of employment to each this Agreement for purposes of Seller’s Employees on or before the Closing Datethis Section 6.6(a) who have received Qualifying Offers shall be Departing Employees; provided, however, that any the condition set forth in this Section 6.6(a) shall be deemed to have been waived if Parent shall have failed to make Qualifying Offers to at least 60% of the individuals identified on such schedule. For purposes of this Section 6.6: (i) an individual shall be deemed to have received a Qualifying Offer if at least 20 days prior to the Closing Date, Parent shall have made, and shall not have withdrawn prior to the Closing, an offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of “at will” employment to a Seller’s Employee shall include such individual pursuant to an offer letter substantially in the form provided to the Company prior to the date of this Agreement, providing for the payment to such individual of an annual base pay salary no less than such individual’s annual base salary payable by the Company as of the date of this Agreement (or if applicable, such higher base pay salary payable by the Company as may have been granted by the Company to such Seller’s Employee as set forth on Schedule 3.19(aindividual in accordance with Section 4.1(b)(xv)(A), ); and (ii) an individual shall be deemed to be a “Departing Employee” if such employment individual (A) shall have a principal place ceased to be employed by the Company or any Subsidiary of work that is the Company, (B) shall have expressed an intention to decline to accept employment with Parent, (C) shall have expressed an intention to discontinue (prior to, at or after the Facility. Each Closing) his or her employment with Parent or any Acquired Corporation or (D) shall have countersigned an offer letter from Parent but shall have failed to reaffirm his or her acceptance of Seller’s Employees who accepts such offer of employment, commences employment letter if requested to do so by Parent (which request may be made by Parent not more than once with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred respect to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisany particular individual). (b) Purchaser The Acquired Corporations shall have at least 85 active, at-work employees, calculated on a full-time equivalent basis (i) provide each Transferred Employeeand excluding any employee who is a Specified Individual or who has resigned from employment effective as of a later date), for who shall have been employed by the one-year period ending on the first anniversary Company or any Subsidiary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time Company for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansat least 30 days. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. a. Old Operator shall terminate the employment of all employees providing services at the Facility, a listing of which is attached hereto as Schedule 11(a) (asuch listing, to include the current base salaries of all such employees) Seller shall terminate(the “Current Employees”), effective as of the Closing Date. Old Operator shall be responsible for any “Continuation Coverage” (as that term is defined by COBRA Section 4980B of the tax code and Section 601, et seq. of ERISA) for any employee of Old Operator terminated at any time prior to or on the Closing Date who does not become a Retained Employee (as defined below). New Operator shall not be bound by or assume any employment contracts to which Old Operator may be a party. Old Operator shall not make any material changes in the compensation or benefits of the employees at the Facility prior to the Closing Date. b. New Operator shall determine, in its sole discretion, which of the Current Employees shall be offered employment with New Operator, pursuant to employment terms acceptable to New Operator (hereinafter, the employment “Retained Employees”). Nothing in this paragraph, however, shall create any right in favor of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wagesany person not a party hereto, salaries, commissions (if any) and bonuses which are due to them, including, including without limitation, the Current Employees, or constitute an employment agreement or condition of employment for any employee of Old Operator or any affiliate of Old Operator who is a Current or Retained Employee. c. On the Closing Date, Old Operator shall provide New Operator with a credit (the “Employee Accrual Credit”) of an amount equal to 100% of the accrued, vested and unvested, but unpaid vacation obligations and 100% of the vested and unvested sick and holiday pay and severance obligations, and all unused Paid Time Off other related payroll obligations including but not limited to all FICA, withholding, unemployment, workmen's compensation or other employment related taxes, as defined under Sellerwell as any insurance premium obligations of Old Operator, vested or unvested, with respect to the Retained Employees that have accrued prior to the Closing Date (“Old Operator’s policies accrued up Vacation and Holiday Pay Expenses”). d. In exchange therefore, New Operator agrees to pay when and as due, all of such Old Operator’s Vacation and Holiday Pay Expenses, provided, however, New Operator shall not be liable and Old Operator shall indemnify and hold the New Operator harmless on account of any and all other liabilities, contingent liabilities and obligations with regard to any of the Current Employees and with regard to the Retained Employees, any and all other liabilities, contingent liabilities, and obligations that relate to the period prior to the Closing Date. Xxxxxxxxx agrees to make an offer A schedule of employment to each of SellerOld Operator’s Employees on or before Vacation and Holiday Pay Expenses is attached hereto as Schedule 11(d). In the Closing Date; provided, however, event that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate New Operator discovers after the Closing Date that the amount credited is less than the amounts required under this Section 11(d), Old Operator shall be referred pay to hereinafter asNew Operator, within ten (10) days after New Operator provides notice thereof, an amount equal to such deficiencies. e. New Operator and Old Operator agree and acknowledge that the “Purchaser Plans”)employees at the Facility provide valuable services that are crucial for the success of the Facility, and New Operator’s decision to serve as licensed operator of the Facility is based upon the skills and qualifications of such employees. Notwithstanding As such, in the event that during the period beginning on the Effective Date and ending upon the date that is eighteen (18) months following Closing: i) any Retained Employees that have accepted employment with New Operator is solicited for employment or hired by any person or entity that either directly or indirectly controls, is under common control with or is otherwise affiliated with Old Operator (any of the foregoing, Purchaser an “Old Operator Party”), then Old Operator shall not be required pay to provide New Operator an amount equal to the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities greater of, the Benefit Plans. (ca) With respect Fifty Thousand Dollars ($50,000.00), or (b) an amount equal to Purchaser Planssuch employee’s annual salary as liquidated damages, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) for each such Current Employee or Scheduled Employee. The parties agree and acknowledge that actual damages with respect to each such Purchaser Plan the foregoing would be difficult to ascertain and that Fifty Thousand Dollars ($50,000.00) or the amount of the annual salary is a medical or health planfair and reasonable approximation of such actual damages. This provision shall not in any way limit such other remedies as may be available to New Operator. Old Operator further acknowledges that the scope and duration of the provisions of this Section 11(d) are reasonable. The parties also agree that advertisements available to the general public, waivesuch as through website job postings and newspaper, or cause the waiver of, anyInternet and trade journals shall not constitute solicitation for purposes of this Section 11(d).

Employees. Schedule 14.1 contains a list of all employee positions of Seller Group employed exclusively in the operation of the Properties and the FrontStreet Gathering System. Within three (a3) Business Days after the Signing Date, Seller shall terminate, effective as of provide to Buyer a list (the Closing Date, the employment “Employee List”) of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less Seller Group who fill those positions other than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Excluded Employees (as a grouphereinafter defined) during their employment with Purchaser with (collectively, the “Employees”), including positions of employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee benefit plans, programs and to reinstatement upon completion of the leave under the applicable leave policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser Seller or its Affiliates (any such employee benefit planscollectively, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate “Leave”). The Employee List shall include for each Employee the current status, job title, seniority date, work location, vacation eligibility, base salary, bonus target, and long-term incentive target. Within three (3) Business Days after the Closing Date Signing Date, Seller shall provide to Buyer a list (the “Excluded Employee List”) of employees of Seller Group who are employed exclusively in the operation of the Properties who will not be referred made available to hereinafter asBuyer or Buyer’s Affiliates for interview or employment (collectively, the “Purchaser PlansExcluded Employees”). Notwithstanding Seller shall be entitled to update the foregoing, Purchaser shall not be required Employee List as necessary at any time prior to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as expiration of the Closing DateTransition Period to reflect any and all employment changes. Notwithstanding anything that may be contained in Sections 14.2 and 14.3 below, unless otherwise required by law or Seller Group reserves the terms right to make employment offers to any of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred the Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in well as the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except Excluded Employees prior to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause end of the waiver of, anyTransition Period.

Employees. (a) Seller For a period of two (2) years from the date of this Agreement, Buyer shall terminatenot, effective as without the prior written consent of the Closing DateSeller, the solicit for employment of all employees listed on Schedule 3.19(a) “or induce or attempt to induce to leave Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make or an offer of employment to each affiliate of Seller’s Employees on employ, any employees of Seller or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a affiliates staffed in Seller’s Employee are subject Indianapolis headquarters or at any other television station owned by Seller or its affiliates (other than general solicitations not directed solely to all of Purchaser’s and its Affiliates’any such employees). (b) If the Stations include any stations identified in Section 1.3(c) or 1.3(d), as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee then any shared employees shall include base pay no less than the base pay payable to such Seller’s Employee be allocated as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility1.3. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with With respect to such Transferred Employee shared employees, the terms of this Section 5.7 shall apply only to those who are allocated to Buyer pursuant to Schedule 1.3, and (ii) provide such Transferred Employees (as a group) during their Buyer shall not solicit for employment with Purchaser with employee benefit plans, programs and policies those who are not allocated to Buyer (other than equity-based plans, programs or policies) that are substantially similar in the aggregate general solicitations not directed solely to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”employees). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) Seller has provided Buyer a list showing employee positions and annualized pay rates for employees of the Stations. Except as provided by Section 5.7(b), Buyer shall offer employment to all persons employed by Seller immediately prior to Closing (or commencement of the LMA, as applicable) (including any hired after the date hereof in the ordinary course of business or in connection with any bifurcation of operations contemplated by Schedule 1.3) upon substantially the same terms and conditions and with substantially the same duties and benefits as in effect immediately preceding the Closing, including but not limited to wages, salaries, commission rate (if applicable) and target bonuses (all determined on a cash basis before taking into account Seller’s stock compensation program). With respect to Purchaser Planseach employee who accepts such offer (collectively, except to the extent otherwise required by applicable law“Transferred Employees”), Purchaser at Closing employment with Seller shall use commercially reasonable efforts to terminate and employment with Buyer shall commence, and Buyer shall retain each such employee on such terms for a period of not less than one (i1) year after Closing, unless terminated for cause. Without limiting the foregoing, with respect to any Transferred Employee, Buyer shall be responsible for any applicable severance in accordance with Seller’s severance policy (a copy of which has been provided to Buyer). (d) With respect to Transferred Employees, Seller shall be responsible for all compensation and benefits arising prior to the Effective Time, and Buyer shall be responsible for all compensation and benefits arising after the Effective Time. Notwithstanding anything herein to the contrary, Buyer shall grant credit to each Transferred Employee for all unused vacation accrued as of the Effective Time as an employee of Seller, and Buyer shall assume and discharge Seller’s obligation to provide such Purchaser Plan leave to such employees (such obligations being a part of the Assumed Obligations). (e) Buyer shall permit Transferred Employees (and their spouses and dependents) to participate in its “employee welfare benefit plans” (including without limitation health insurance plans) and “employee pension benefit plans” (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate, with coverage effective immediately upon Closing (and without exclusion from overage on account of any pre-existing condition), with service with Seller deemed service with the Buyer for purposes of any length of service requirements, waiting periods, vesting periods and differential benefits based on length of service, and with credit under any welfare benefit plan for any deductibles or co-payments paid for the current plan year under any plan maintained by Seller. (f) Buyer shall also permit each Transferred Employee who participates in the Seller’s 401(k) plan to elect to make direct rollovers of their account balances into the Buyer’s 401(k) plan as of Closing, including the direct rollover of any outstanding loan balances such that is a medical or health they will continue to make payments under the terms of such loans under the Buyer’s 401(k) plan, waive, or cause subject to compliance with applicable law and subject to the waiver of, anyreasonable requirements of Buyer’s 401(k) plan.

Employees. Schedule 4.16 contains a complete and accurate list of the names of all individuals who are full-time, part-time or casual employees or individuals engaged on contract to provide employment services or sales or other agents or representatives of Vintacom and each Subsidiary employed or engaged in or in association with the Business (athe “Employees”) Seller shall terminate, effective as of the Closing Datedate of this Agreement specifying the length of hire, the employment title or classification and rate of all employees listed on Schedule 3.19(a) “Seller’s Employees,” salary or hourly pay and shall pay to Seller’s Employees all wages, salaries, commissions commission or bonus entitlement (if any) and bonuses which for each such Employee. Schedule 4.16 lists all Employees, including those on lay-off, other than those in receipt of benefits under Workers’ Compensation legislation, who have been absent continually from work for a period in excess of one (1) month, as well as the reason for their absence. Except as described in Schedule 4.16 there are due to themno complaints, includingClaims of Any Nature or charges outstanding, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up or to the Closing DateKnowledge of Vintacom or its Shareholders, anticipated, nor are there any Orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of Vintacom and each Subsidiary under or in respect of any Employment legislation. Xxxxxxxxx agrees to make an offer Schedule 4.16 list all former employees of employment to Vintacom and each Subsidiary (“Former Employees”) or Employees in respect of Seller’s whom Vintacom and each Subsidiary has been advised by the applicable Workers’ Compensation Board that such Former Employees or Employees while employed by Vintacom and each Subsidiary are in receipt of benefits under the Workers’ Compensation Act (Alberta) or equivalent legislation in each jurisdiction in which Vintacom and each Subsidiary carries on or before business. Vintacom and each Subsidiary is in compliance with the Closing Date; providedEmployment Standards Act (Alberta), howeverthe Workers’ Compensation Act (Alberta), that any offer of employment to, the Occupational Health and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(aSafety Act (Alberta), and such employment shall have a principal place other Employment legislation and, without limiting the generality of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisforegoing. (b1) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser appeals pending before any applicable Workers’ Compensation Tribunal involving Vintacom or its Affiliatesany Subsidiary; (2) all levies, Purchaser shall provide such Transferred Employees assessments and penalties made against Vintacom or any Subsidiary pursuant to the Workers’ Compensation Act (as a groupAlberta) with employee benefit plans, programs and policies that are substantially similar or equivalent legislation in each jurisdiction in which Vintacom or any Subsidiary carries on business have been paid by Vintacom or any Subsidiary; (3) there has been no change in the aggregate rating assessment applicable to those of Seller, Vintacom or any Subsidiary or the Business under the Workers’ Compensation Act (Alberta) or equivalent legislation in each jurisdiction in which case Seller hereby agrees to provide Purchaser, upon written request, with the Corporation carries on business during the past three (3) years except as described in Schedule 4.16; (4) none of Vintacom or any information reasonably required Shareholder is aware of any audit currently being performed by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be the Workers’ Compensation Board of Alberta or any other applicable Workers’ Compensation Board; (5) all payments required to assume be made in trust to the Director of Employment Standards in respect of termination or severance pay under the Employment Standards Act (Alberta) or any liabilities of, the Benefit Plans.other equivalent legislation in respect of Former Employees listed on Schedule 4.16 have been made; and (c6) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that none of Vintacom or any Subsidiary is a medical party to or health planbound by any severance agreement, waive, program or cause the waiver of, anypolicy.

Employees. (ai) Seller Effective as of the Funding Date, the Buyer shall terminateoffer employment to all Business Employees employed by the Sellers or their Affiliates as of the Funding Date. The Buyer shall have no obligation to offer employment to any Business Employees other than those identified in Section 5.12(a) of the applicable Business Schedules. (ii) Promptly following the execution of this Agreement, the Sellers shall provide the Buyer with such assistance as the Buyer may request with respect to identifying those employees whose services are shared among both the Purchased Businesses and other businesses of the Company (the "Shared Service Employees"). At the same time, the Sellers shall also identify for the Buyer which Shared Service Employees are primarily engaged in performing services for, or are allocated to, the Purchased Businesses. The Buyer shall have until April 30, 2003 to determine and notify the Sellers which Shared Service Employees shall be offered employment. The Buyer, in its sole discretion, shall have the right to offer employment, effective as of the Closing Funding Date, to any Shared Service Employee (A) primarily engaged in performing services for any Purchased Business (unless the Buyer agrees that the Bankruptcy Acquiror may offer employment to any such employee), (B) primarily engaged in performing services for the HE or MH Businesses, subject to the prior consent of the Bankruptcy Acquiror (unless the Bankruptcy Acquiror does not offer employment to such employee) and (C) listed under the "Unallocated" heading in Section 5.12(a) of the Business Schedules and who is designated for the Buyer on such schedule. Notwithstanding the above, the Shared Services Employees listed under the heading "Unallocated Risk Management Employees" on Section 5.12(a) of the Business Schedules (the "URM Employees") shall be offered employment by such joint venture as the Buyer and CFN shall establish (the "JV Arrangements") in accordance with such terms as mutually agreed upon by the parties to the JV Arrangements, including an allocation of costs within the joint venture based on the proportion of the work done for each respective joint venture party, and Buyer shall not offer employment to any URM Employee, except that if the Funding Date occurs prior to the closing of the transactions contemplated by the CFN Agreement, Buyer may offer employment to URM Employees. If Buyer has offered employment to URM Employees (pursuant to the above sentence), any such employees who accept Buyer's offer shall remain employees of Buyer until the closing of the transactions contemplated by the CFN Agreement, and thereafter shall be employed pursuant to the JV Arrangements, except that if the CFN Agreement is terminated, such URM Employees shall continue as employees of Buyer. During such time as any URM Employees are employed by Buyer prior to either the closing of the transactions contemplated by the CFN Agreement or, in the event of the termination of the CFN Agreement, until such time as the Sellers either liquidate or sell the Excluded Businesses (but in no event later than six months following the Funding Date), such employees shall continue to provide support services to the Excluded Businesses, and Sellers (or CFN if appropriate) shall reimburse Buyer for the proportionate cost of employing such URM Employees, based on the percentage of such employees' time dedicated to the Excluded Businesses, as mutually determined by Buyers and Sellers in good faith. Except with respect to URM Employees who are employed pursuant to the JV Arrangements as described herein, the Buyer shall have no Liability whatsoever for any Shared Service Employees who are not offered employment by the Buyer or who do not accept the Buyer's offer of employment. (iii) The Buyer shall (A) assume liability and responsibility for the Assumed Retention Agreement and (B) assume the severance and sick pay, vacation and paid time off liability for any Business Employee who is not offered employment in accordance with Section 5.12 as such severance, sick pay, vacation and paid time off is set forth on the list provided under Section 3.14 hereof. (iv) Notwithstanding anything to the contrary in Section 5.12(a), the Buyer shall not offer employment to any employee listed on the "IT Employees" portion of Section 5.12(a) of the Business Schedules that is listed under the "CFN" column (the "Bankruptcy Acquiror IT Employees"), and the Buyer shall offer employment to all employees listed on Schedule 3.19(athe "IT Employees" portion of Section 5.12(a) “Seller’s of the Business Schedules where such employees are listed under the "GE PL/HI/CI" column (the "Buyer IT Employees,” "). The Buyer will assume severance and shall pay to Seller’s Employees all wagespaid time off, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment tosick leave, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base vacation pay no less than the base pay payable to such Seller’s Employee obligations (as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(alist provided under Section 3.14) with respect to such Transferred Employee Buyer IT Employees and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit planswill assume no Liabilities for severance, programs paid time off, sick leave and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) vacation pay with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyBankruptcy Acquiror IT Employees.

Employees. (a) Section 5.7(a) of the Disclosure Schedule contains a complete and accurate list of all individuals who are solely and exclusively employed at or by the Company or the Acquired Business or, in the case of the UK Business, assigned to the UK Business (“Employees”) as of the most recent practicable date, as specified on such list, showing for each Employee: (i) the position held by, and the aggregate annual compensation for, such Employee, and such Employee’s years of service with the Company or the Acquired Business; (ii) whether such Employee is actively at work as of such date; and (iii) if such Employee is not actively at work as of such date, the nature of his or her absence (e.g., illness, short-term disability, maternity or leave of absence, whether under the Family and Medical Leave Act (the “FMLA”) or otherwise) and his or her expected or required date of return to active service. Seller agrees to update Section 5.7(a) of the Disclosure Schedule from the date of this Agreement to the Closing Date; it is agreed that Xxxx Xxxxxxxxx will be added to such updated list if he decides to accept employment with Purchaser. (i) Purchaser shall terminatecause the Company or the Acquired Business to continue to employ, effective as of the Closing Date, each Employee listed in Section 5.7(a) of the Disclosure Schedule who is based at a foreign location of any Acquired Business. Each such Employee so employed shall be referred to herein as a “Foreign Transferred Employee.” For the avoidance of doubt, Purchaser and Sellers acknowledge that the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended) (the “Transfer Regulations”) will apply to the sale and purchase effected by this Agreement insofar as the employees of XxXxxx-Xxxx UK assigned to the Acquired Business are concerned (the “UK Transferred Employees”). The contracts of employment between XxXxxx-Xxxx UK and the UK Transferred Employees (except insofar as such contracts relate to any occupational pension scheme) and the contracts of employment between the Parent’s branch in Singapore and the Employees of the Parent’s branch in Singapore (the “Singapore Transferred Employees”) shall transfer to Purchaser with effect from Closing and all employees remuneration of the UK Transferred Employees (other than in relation to any occupational pension scheme) and all PAYE tax deductions and National Insurance contributions relating thereto and all remuneration of the Singapore Transferred Employees and all provident fund contributions relating thereto (in each case, other than those that are accrued in accordance with past practices and included as Assumed Current Liabilities on the Final Closing Balance Sheet) shall be discharged by XxXxxx-Xxxx UK or the Parent’s branch in Singapore, as the case may be, in respect of the period up to Closing and by Purchaser thereafter. Purchaser shall provide XxXxxx-Xxxx UK and Parent with all information necessary, at least ten days before Closing, to allow XxXxxx-Xxxx UK and Parent properly to discharge its obligations to inform and consult with the UK Transferred Employees under Clause 10(2)(d) of the Transfer Regulations and with the Singapore Transferred Employees under Section 18A(5) of the Singapore Employment Act, Chapter 90. The Sellers and Purchaser each agree to comply with all applicable laws, including any requirements for notice, consultation or delivery of information, in connection with the transactions contemplated hereby as it relates to foreign Employees. (ii) Purchaser shall cause the Company to continue to employ, as of the Closing Date, each United States-based Employee listed in Section 5.7(a) of the Disclosure Schedule who is, as of the Closing Date, actively at work or on Schedule 3.19(avacation or jury duty. Each such Employee shall be referred to herein as a “U.S. Transferred Employee.” In addition, Purchaser shall cause the Company to employ any United States-based Employee who is, as of the Closing Date, absent due to illness or short-term disability or other approved leave of absence (including under the FMLA or a maternity leave statute) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions at such time (if any) and bonuses which are due to themnot later than 180 days after the first day of such leave of absence (or, includingin the case of FMLA or statutory maternity leave, without limitation, all unused Paid Time Off at the conclusion of such leave as defined under Seller’s policies accrued up to in effect as of the Closing Date), provided such Employee demonstrates that he or she is able and willing to return to work. Xxxxxxxxx agrees Each such United States-based Employee who continues in the employment of the Company or the Acquired Business and actually returns to make an offer work not later than 180 days after the first day of employment to each such leave of Seller’s Employees on absence (or, in the case of FMLA or before statutory maternity leave, at the conclusion of such leave as in effect as of the Closing Date) shall also be referred to herein as a “U.S. Transferred Employee” from and after the date of such return. Notwithstanding the preceding sentences of this Section 5.7(b)(ii), in no event shall Company be required to continue to employ any Employee present in the United States on a visa until such Employee is authorized (pursuant to such visa or otherwise) to work for Purchaser or the Company; provided, however, that any offer of employment to, Purchaser and any employment by Purchaser or any of its Affiliates of, Sellers shall take all steps necessary to obtain such authorizations for each such Employee as soon as is reasonably practicable. (iii) Unless a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment specific reference is made herein to a Seller’s Foreign Transferred Employee shall include base pay no less than or a U.S. Transferred Employee, the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a terms “Transferred Employee.” Unless otherwise agreed between Purchaser and a “Transferred Employee, offers of employment Employees” shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for refer to both the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such U.S. Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Foreign Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansEmployees. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller Immediately following the Effective Time, Purchaser shall cause the individuals employed by the Bank or any of its Subsidiaries immediately prior to the Closing who continue in the employment of Purchaser or any of its Affiliates (each a “Continuing Employee”) to receive aggregate target cash compensation opportunities and employee benefits (other than with respect to equity-based, change in control, or transaction-based compensation or benefits, defined benefit pension benefits or retiree health or welfare benefits) that are substantially comparable to those provided to such employees as of immediately prior to the Effective Time. Nothing contained in this Section 5.10 shall (A) be construed to create (x) any third-party beneficiary rights in any current or former employee of the Bank, Purchaser or their Affiliates (including any dependent or beneficiary thereof) or any Person other than the parties to this Agreement (including any participant in any Bank Plan, or any dependent 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 or its Affiliates, or (B) except as set forth in this Section 5.10, limit the ability of Purchaser or its Affiliates to amend, modify or terminate any Bank Plan, Purchaser Plan or other benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. (b) For all purposes under the employee benefit plans of Purchaser and its Affiliates (including, after the Closing, the Bank and its Subsidiaries) other than defined benefit pension plans (such employee benefit plans shall be referred to hereinafter as the “Purchaser Plans”) providing benefits to any Continuing Employee, each Continuing Employee shall be credited with his or her years of service with Bank and its Affiliates and their respective predecessors to the same extent as such Continuing Employee was entitled to credit for such service under any applicable similar Bank Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing 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. (c) In addition, and without limiting the generality of the foregoing, as of the Closing Date, Purchaser shall use commercially reasonable efforts to provide that (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Purchaser Plans to the extent coverage under such Purchaser Plan is similar in type to an applicable Bank Plan in which such Continuing Employee was participating immediately prior to the Closing Date; and (ii) for purposes of each Purchaser Plan providing medical, dental, pharmaceutical, vision or similar benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Plan to be waived for such Continuing Employee and his or her covered dependents, unless such conditions would not have been waived under the similar plans of Bank or its Affiliates in which such Continuing Employee, as applicable, participated or was eligible to participate immediately prior to the Closing Date. (d) Unless otherwise requested by Purchaser prior to the Closing, the Bank and each of its Subsidiaries shall terminate, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work Bank Plan that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred intended to as constitute a tax-qualified defined contribution plan under Code Section 401(k) (a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis401(k) Plan”). (be) To the extent that any Continuing Employee becomes eligible to receive severance pursuant to the terms of the Purchaser’s Severance Pay Plan (the “Purchaser shall (iSeverance Plan”) provide each Transferred Employee, for the one-year period ending on prior to the first anniversary of the Closing DateClosing, then such terminated Continuing Employee shall be entitled to receive (x) a rate severance payment equal to two (2) weeks of such Continuing Employee’s then-current base salary for each completed year of service to the Bank, its Affiliates and Purchaser, with a minimum of four (4) weeks of base pay that is no less than the rate salary and a maximum of twenty-six (26) weeks of base pay set forth salary plus (y) subsidized COBRA benefits, on Schedule 3.19(asuch terms provided by the Purchaser Severance Plan, for a period of three (3) months. (f) Prior to the Closing, the Bank shall use its reasonable best efforts to take such actions that are intended to ensure that the payment of any amounts or benefits (whether or not accelerated) to a “disqualified individual” (as defined in Section 280G(c) of the Code) in connection with the Transactions, would not, separately or in the aggregate, reasonably be expected to result in the disallowance of a deduction to the Bank or its Subsidiaries, as applicable, under Section 280G of the Code, including, as necessary, (i) soliciting the requisite approval of the Bank’s direct or indirect stockholders of all or a portion of any such payments or benefits, in a manner that meets the shareholder approval requirements of Section 280G(b)(5) of the Code and Treasury Regulation Section 1.280G-1, Q/A-7 (including providing such members adequate disclosure of all material facts concerning any such payments or benefit as provided in, and otherwise conducting such solicitation in conformity with, Section 280G(b)(5)(B) of the Code) and (ii) to the extent necessary, attempting to obtain a waiver from each such “disqualified individual” entitled to receive any payments or benefits which would reasonably be expected, individually or when aggregated with other payments or benefits, to cause or trigger any “parachute payment” (as defined in Section 280G(b) of the Code) in connection with the Transactions of such disqualified individual’s right to receive the portion of such payments or benefits that would reasonably be expected to, individually or when aggregated with other payments or benefits, cause or trigger any “excess parachute payments” (within the meaning of Section 280G of the Code). The Bank shall provide Purchaser with drafts of all such solicitation materials and consents for review and comment prior to delivery to stockholders or disqualified individuals, as applicable. Prior to the Closing, the Bank shall deliver to Purchaser, reasonably satisfactory evidence that a vote of the Bank’s stockholders was solicited in accordance with the foregoing provisions of this Section 5.10 and whether or not the requisite number of stockholder votes consenting to such benefits and payments was obtained with respect to such Transferred Employee benefits and payments. (g) Notwithstanding anything herein to the contrary and without limiting the generality of this Section 5.10, all provisions contained in this Section 5.10 are included for the sole benefit of the parties to this Agreement, and nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Bank Plan or other employee benefit plan, agreement or other arrangement, (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in shall limit the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees right of Purchaser or its Affiliates (the Bank or their respective Subsidiaries or affiliates to amend, terminate or otherwise modify any such Bank Plan or other employee benefit plansplan, programs agreement or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after other arrangement following the Closing Date or (iii) shall be referred confer upon any other Person who is not a party to hereinafter asthis Agreement (including any stockholder, the “Purchaser Plans”any service provider, Continuing Employee or any participant in any Bank Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof). Notwithstanding the foregoing) any right to continued or resumed employment or recall, Purchaser shall not be required any right to provide the Transferred Employees with specific compensation or benefits, or any benefits under any defined benefit pension plan third-party beneficiary or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms other right of any such plan. If there are no similarly situated employees of Purchaser kind or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansnature whatsoever. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminateAll material payments of compensation, effective including wages, commissions, and bonuses, and related Taxes that were required to be made by the Contributor, SRSH, SRS or STAR TRS on or before the Closing Date were made or accrued in full as of such date with respect to, or on behalf of, any Transferring Employee in accordance with applicable Laws. As of the date hereof, there are no outstanding agreements, understandings or commitments of the Contributor or its Affiliates with respect to any compensation, including commissions and bonuses, or to modify the conditions or terms of employment or service, of any Transferring Employee except increases occurring in the customary practices or as reflected in such Transferring Employee’s “at will” offer letter, this Agreement and the Schedules hereto, or except for coverage under the Employee Plans or substantially similar plans, programs or arrangements, or except for any captive insurance arrangement. (b) Except as listed on Schedule 3.15(b), as of the date hereof, (i) no Transferring Employees are on a leave of absence for any reason, including without limitation a leave of absence for short or long term disability or a leave of absence under the Family Medical Leave Act of 1993, as amended, or the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, and (ii) no Transferring Employee has given notice that he or she has planned a leave of absence that would commence after the Closing Date. (c) Schedule 3.15(c) sets forth for each Transferring Employee the aggregate vacation, leave or other paid time-off (other than unlimited PTO) they have accrued but not used as of the Closing Date (together, “PTO”), and identifies each Transferring Employee entitled to unlimited PTO as of the Closing Date. The Contributor has properly accrued all such PTO on the Contributor Financial Statements, provided that accruals for those Transferring Employees entitled to unlimited PTO has been accrued solely at the grandfathered accrual level in effect at the date they converted to unlimited days (“Grandfathered PTO”). Except for such PTO and any unlimited PTO rights of Transferring Employees as listed on Schedule 3.15(c), no other PTO, vacation, or other paid leave obligations have been accrued by the Transferring Employees as of the Closing Date, whether directly by the Contributor or indirectly through its payroll service provider. (d) Each of the Contributor and its Affiliates where any Transferring Employee was employed is, and has been for the three (3) years preceding the date of this Agreement, in compliance in all material respects with all Laws and Orders regarding the terms and conditions of employment or other labor related matters with respect to the Transferring Employees, including but not limited to Laws and Orders relating to discrimination, harassment, retaliation, fair labor standards, occupational health and safety, or wrongful discharge, whistleblower, accommodation or disability, leaves, immigration, pay equity, wages, hours, overtime, background checks, workers compensation, worker classification, collective bargaining, plant closing, and the payment and withholding of Taxes with respect to their employees. With respect to the Transferring Employees and any independent contractors who provide services to the Business, there are no, and there has not been for the three (3) years preceding the date of this Agreement, Actions pending or, to the Contributor’s Knowledge, threatened against the Contributor and its Affiliates, SRSH, SRS or STAR TRS relating to any Laws or Orders referenced in the foregoing sentence; alleging breach of any express or implied contract of employment, wrongful termination of employment or service; alleging any other discriminatory, wrongful or tortious conduct in connection with the employment or service relationship; in respect of which any director, officer, member, employee or agent may be entitled to claim indemnification from SRSH, SRS or STAR TRS; or any other employment-related matter arising under applicable Laws or Orders. (e) All Transferring Employees who have been classified as exempt under the FLSA have been properly classified and treated as such, and all employees listed Persons who have provided services in connection with the Business to SRSH, SRS or STAR TRS as independent contractors or consultants have been properly classified as independent contractors rather than employees. (f) To Contributor’s Knowledge, all Transferring Employees who work in the United States are legally authorized to work in the United States. Each of the Contributor, SRSH, SRS or STAR TRS has completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”) for all such Transferring Employees. (g) Except as disclosed on Schedule 3.19(a) “Seller’s Employees,” 3.15(g), as of the date hereof, none of the Contributor and shall pay its Affiliates where any Transferring Employee was employed, SRSH, SRS or STAR TRS has outstanding any commitment or agreement to Seller’s Employees all wagesincrease the compensation payable, salaries, commissions (if any) and bonuses which are due or to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to modify the Closing Date. Xxxxxxxxx agrees to make an offer conditions or terms of employment or service of, any Transferring Employee, or in accordance with existing agreements and changes required by applicable Law. (h) Except as disclosed on Schedule 3.15(h), the execution, delivery and performance of this Agreement by the Contributor, the Contributee or STAR, alone or in combination with any other event, will not (i) constitute a triggering event that will result in any payment (whether of severance pay or otherwise) becoming due from SRS or any Employee Plan to each or (ii) accelerate the time of Seller’s Employees on payment or before vesting or increase the Closing Date; providedamount of compensation due to, howeverany Transferring Employee, that or any offer independent contractor, officer, or director (or dependents of employment tosuch Persons) of the Business. (i) For the three (3) years preceding this Agreement, the Contributor and its Affiliates where any Transferring Employee was employed, STAR TRS, SRSH or SRS has complied in all material respects with the Worker Adjustment and Retraining Notification Act (“WARN Act”), and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a)applicable state mini-WARN Act, and such employment shall they have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred no plans to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. undertake any action before or within three (b3) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary months of the Closing DateDate that would trigger the WARN Act or any applicable mini-WARN Act (j) To the Knowledge of the Contributor, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs three (3) years preceding this Agreement: (A) no allegations of sexual harassment or sexual misconduct have been made involving any Transferring Employee; and (B) none of the Contributor and policies that are maintained by Purchaser or its Affiliates from time where any Transferring Employee was employed, SRSH, SRS or STAR TRS entered into any settlement agreements related to time for the benefit allegations of similarly situated employees of Purchaser sexual harassment or its Affiliates (sexual misconduct by any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansTransferring Employee. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (ai) Seller Buyer shall terminate, effective offer employment as of the Closing DateDate to each Current Employee, including employees on vacation, leave of absence, including maternity, family, sick or short-term (but not long-term) disability leave, and temporary layoff, at the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up same location where such Current Employee was employed immediately prior to the Closing Date. Xxxxxxxxx agrees Date for substantially equivalent total cash compensation, and on such other terms and conditions that are substantially similar to make an offer of employment those in effect immediately prior to each of Seller’s Employees on or before the Closing Date; provided, however, in addition to and not in limitation of the foregoing, with respect to each Current Employee listed on Sections (A) or (B) of Schedule 6(b)(i), Buyer shall (x) offer total cash compensation of not less than 101.5% of the cash compensation currently payable under the Union Contract, and (y) not terminate without cause (as “cause” is defined in the Union Contract) such Current Employee’s employment during the twelve (12) months following the Closing Date; and, provided further, that with respect to each Current Employee listed on Section (A) of Schedule 6(b)(i), Buyer shall amend the pension plan maintained by Buyer in which such Current Employees shall participate from and after the Closing to include the “75/80” provisions of the Union Contract and part B-7 of the Flowserve Pension Plan (the “75/80 Provisions”); provided further, however, with respect to each Current Employee listed on Sections (A) or (B) of Schedule 6(b)(i), if any such Current Employee is terminated for cause and it is subsequently determined that such termination was without cause ( as “cause” is defined in the Union Contract), Buyer shall indemnify Seller for all damages, costs and expenses incurred by Seller with respect to the 75/80 Provisions and the costs to defend any claim in connection with such 75/80 Provisions. With respect to each such Current Employee who accepts Buyer’s offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a(an “Employee”), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser Buyer shall (i) provide each Transferred Employeecredit periods of service with Seller or an Affiliate of Seller (or a predecessor of any of them) prior to the Closing (“Pre-Closing Employment”), for the one-year period ending on the first anniversary purposes of the Closing Datedetermining eligibility, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee vesting, benefit entitlement and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit amounts under severance, vacation, and all other compensation and benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time Buyer for the benefit of similarly situated employees of Purchaser such Employees after the Closing , except for any defined benefit pension plan maintained by Buyer, and (ii) indemnify and hold harmless the Seller Indemnified Parties with respect to any severance benefit liabilities payable by Seller or its Affiliates (any such employee arising out Buyer’s breach of its obligation hereunder to offer employment in accordance with the provisions of this Agreement. With respect to each Employee, Buyer shall credit periods of Pre-Closing Employment for purposes of determining eligibility, vesting, and benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits entitlement under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of maintained by Buyer in which such Employees may participate after the Closing Date, unless otherwise required by law or but shall not take such Pre-Closing Employment into account in determining the terms amount of any benefit payable to an Employee under such a plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required to meet all conditions for payment and benefit accrual of the 75/80 Provisions referenced above. For one (1) year after the Closing Date, if an Employee ceases to be employed by applicable lawBuyer and Buyer obtains a release from such Employee, Purchaser Buyer shall use commercially reasonable its best efforts to (i) with respect obtain for Seller the same release as it obtains for Buyer. Notwithstanding anything to each such Purchaser Plan that the contrary, Buyer shall not assume any existing benefit plans or benefit plan liabilities to which Seller is a medical party. Buyer agrees to indemnify, defend and hold the Seller Indemnified Parties harmless from any claims that Seller violated the Worker Adjustment and Retraining Notification Act (“WARN”) and/or the New Jersey Administrative Code 12:40-1.1, 12:40-1.2, and 12:17-3.5. Buyer agrees that it will not terminate or health plansignificantly reduce the operation of the Business at the Phillipsburg, waive, or cause New Jersey facility during the waiver of, anytwelve months following the Closing Date.

Employees. (a) Seller shall terminateSchedule 3.18(a) sets forth, effective with respect to each Transferred Employee: (i) the name of such employee, the date as of the Closing Datewhich such employee was originally hired by Seller, the employment business location of such employee, and whether the employee is on an active or inactive status; (ii) such employee’s position or title and whether such employee is classified as exempt or non-exempt for wage and hour purposes; (iii) such employee’s annualized compensation for each of the calendar years ended December 31, 2006, 2007 and 2008, including base salary, bonus and/or commission and any other forms of compensation; and (iv) severance pay potential and any payments to be made at Closing or otherwise in connection with the transactions contemplated hereby. Schedule 3.18(a) also sets forth a list of all employees listed non-competition, non-disclosure, non-solicitation and similar agreements between Seller and each employee of Seller (including any employee of Seller who is on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer a leave of employment to each of Seller’s Employees absence or on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are layoff status subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirementsrecall) employed in connection with the Business (“Business Employees”). Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee Except as set forth on Schedule 3.19(a3.18(a), Seller has paid to the Transferred Employees all bonuses due and such earned for the calendar year ended December 31, 2008 and the employment shall have a principal place of work that each of the Transferred Employees is terminable by Seller at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basiswill. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay Except as set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans3.18(b), programs and policies (no Persons are currently performing services for the Business who are classified other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated as employees of Purchaser Seller, such as “consultants,” “independent contractors,” or its Affiliates “temps” (any such employee benefit planscollectively, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser PlansContingent Workers”). Notwithstanding the foregoingAll Persons classified by Seller as Contingent Workers rather than employees have been properly classified and treated as such and have been engaged, Purchaser shall not be required to provide the Transferred Employees compensated and treated in accordance with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs all applicable Laws and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Employee Plans. (c) With respect Seller is not a party to Purchaser Plansor bound by any collective bargaining agreement or other union contract, except and Seller has never had and does not have any duty to bargain with any union or labor organization or other person purporting to act as the extent otherwise required by applicable lawexclusive bargaining representative of any employees or Contingent Workers of Seller or the Business. There has never been any union organizing activity or any similar activity affecting Seller, Purchaser shall use commercially reasonable efforts to the Business or any of the employees of the Business or Seller. (d) (i) None of the Transferred Employees has notified or otherwise indicated to Seller Parties that he or she intends to terminate his or her employment with Seller or not to accept employment with Buyer; (ii) all Business Employees have executed Seller’s form confidentiality and proprietary information agreement; and (iii) to Seller’s Knowledge, no Business Employee is a party to or is bound by any employment contract, patent disclosure agreement, non-competition agreement or other restrictive covenant or other contract with any third party that would be likely to materially affect in any way the performance by such employee of any of his or her duties or responsibilities as an employee in relation to the Business. (e) No representative of Seller has made any representation, promise or guarantee, express or implied, to any Business Employee regarding: (i) whether Buyer intends to retain or offer to retain such employee, or (ii) the terms and conditions on which Buyer may retain or offer to retain such employee, in each case, other than as set forth in this Agreement. (f) Seller Parties are and heretofore have been in compliance in all material respects with all applicable Laws respecting labor, employment, employment practices, equal employment opportunity, terms and conditions of employment, occupational safety and health, immigration, wages and hours, the classification and treatment of current and former employees as either exempt or non-exempt for wage and hour purposes, the classification and treatment of workers as either employees or independent contractors, child labor, whistleblower protections and all other anti-retaliation Laws and regulations, payroll taxes, withholdings and deductions, mass layoffs, plant closings, workers compensation, and unemployment insurance, in each case, with respect to the Business. The employees and Contingent Workers of the Business have been, and currently are, properly classified under and treated in accordance with the Fair Labor Standards Act of 1938, as amended, and under and in accordance with any applicable state Law including, without limitation, regarding wages and hours, workers compensation, disability insurance, and unemployment insurance. Seller has not failed to pay any of its employees or Contingent Workers for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such individuals. (g) Seller, and each Business Employee, is in compliance with all applicable visa and work permit requirements, and no visa or work permit held by a Business Employee will expire during the six (6) month period following the date of this Agreement. (h) Except as set forth on Schedule 3.18(h), there are no, and during the past three (3) years there have not been any, formal or informal grievances, complaints, charges, actions, or suits of any nature with respect to labor or employment matters (including, without limitation, involving allegations of employment discrimination, retaliation, wage and hour Laws violations or unfair labor practices) existing, pending or, to Seller’s Knowledge, threatened against or involving Seller Parties with respect to the Business in any judicial, regulatory, administrative or arbitral forum, under any private dispute resolution procedure or internally. None of the employment policies or practices of Seller with respect to the Business or the employees thereof is currently being audited or investigated or, to Seller’s Knowledge, is subject to imminent or threatened audit or investigation by any Governmental Entity. Neither Seller Party has ever implemented any plant closing or mass layoff of employees as those terms are defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Plant Closing Law or regulation and no layoffs that could implicate such Laws or regulations are currently contemplated or have been effected within the six (6) months prior to Closing. (i) Each Employee Plan (as defined below) maintained by Seller or any entity that is considered a single employer with Seller under Section 414 of the Code or Section 4001(b) of ERISA which covers current, former, or retired employees, members, consultants or other service providers of Seller is listed on Schedule 3.18(i) (each, a “Seller Employee Plan”). “Employee Plan” means any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any employment, severance or similar contract, arrangement or policy, and each plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits or for deferred compensation, profit-sharing, bonuses, phantom stock, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement insurance, compensation or benefits. Except as set forth on Schedule 3.18(i), Seller does not maintain any Employee Plan intended to be qualified under Section 401(a) or 501(c)(9) of the Code and each such Purchaser plan has received a favorable determination letter from the IRS regarding its qualification and is so qualified. Each Seller Employee Plan that is a medical has been maintained and administered in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Seller Employee Plans. There are no pending, threatened or health plananticipated claims against or otherwise involving any Seller Employee Plans and no suit, waiveaction, or cause other litigation (excluding claims for benefits incurred in the waiver ofordinary course of Seller Employee Plan activities) has been brought against or with respect to any Seller Employee Plan. All contributions, anyreserves, or premium payments to Seller Employee Plans, required to have been made through the date hereof have been timely made or properly accrued. Neither Seller nor any entity which is considered a single employer with Seller under Section 414 of the Code or Section 4001(b) of ERISA has ever maintained or contributed to or incurred or expects to incur liability with respect to any Employee Plan subject to Title IV of ERISA or Section 412 of the Code or any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA. Neither Seller nor any of its ERISA affiliates have any current or projected liability in respect of post-employment or post-retirement health or welfare benefits for retired or former employees, members or consultants of Seller other than health care continuation benefits required to be provided under applicable Law.

Employees. (a) Seller Unless otherwise agreed among the Parties, EnerMark will, in accordance with Section 3.1(c), not less than one week prior to the Effective Date, determine the Focus Employees who will either be offered employment with EnerMark or be provided with confirmations of employment, as the case may be (such Focus Employees being the "Continuing Employees"). The Continuing Employees, unless their employment is terminated, shall terminatecontinue their employment on the terms and conditions comparable, effective in the aggregate, to the terms and conditions on which they are currently employed. (b) In the event that the employment of any Focus Employee is not continued as a Continuing Employee by EnerMark and such employee is thereby entitled to a severance payment, or such employee is otherwise entitled to a severance payment at law, the amount of such severance payment shall be agreed on by the Parties, acting reasonably. (c) The Parties acknowledge that the Arrangement will result in a "change of control" for purposes of the Focus Incentive Plans and the Focus Employment Agreements. The Focus Disclosure Letter includes a bona fide, good faith estimate by Focus as of the Closing Datedate hereof, having regard to the employment assumptions set forth therein, of all employees listed on Schedule 3.19(a) “Seller’s Employees,” obligations of Focus pursuant to all employment or consulting services agreements (other than those consulting agreement contemplated in Section 5.2(h)), termination, severance and shall pay retention plans or policies for severance, termination or bonus payments or any other payments related to Seller’s Employees all wages, salaries, commissions any Focus incentive plan (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off the Focus Incentive Plans and the Focus Employment Agreements), arising out of or in connection with the Arrangement (collectively, the "Focus Change of Control Payments"). For greater certainty, the Focus Change of Control Payments disclosed in the Focus Disclosure Letter exclude any severance payments that may become payable as defined under Seller’s policies accrued up a result of the events described in Section 2.4(b), other than pursuant to the Closing Date. Xxxxxxxxx agrees to make an offer Focus Employment Agreements. (i) The Parties agree that upon approval of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment toArrangement by Focus Securityholders, and any employment by Purchaser or any prior to the Effective Date, all outstanding unit and right entitlements under the Focus Incentive Plans may be amended, to the extent necessary, to allow the payment of its Affiliates ofall such entitlements in cash. In calculating the cash entitlement under the Focus Unit Award Incentive Plan, a Seller’s Employee are subject Focus shall use the five day volume weighted average trading price of the Focus Units during the five trading days ending on the second Business Day immediately prior to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(aEffective Date (the "VWAP"), and such employment in calculating the cash entitlement under the Focus TURIP, Focus shall have a principal place of work that is at use the FacilityVWAP less the exercise price (adjusted for the February 15, 2008 distribution payment). Each of Seller’s Employees who accepts such offer of employmentIn addition, commences employment with Purchaser Focus may purchase and satisfactorily completes cancel all of Purchaser’s standard employment requirements the "out-of-the-money" rights under the Focus TURIP at an amount of not more that $0.01 per right. To the extent that the holders do not elect to receive cash under the Focus Incentive Plans, as so amended, such entitlements shall be hereinafter referred paid in Focus Units issued from treasury. To the extent that all of the holders of rights under the Focus TURIP do not exercise such rights, elect to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employeereceive cash or sell to Focus the "out-of-the-money" rights, offers of employment the rights outstanding under the Focus TURIP plan shall be on amended such that holders of rights shall only be entitled receive Enerplus Units upon the exercise of such rights, adjusted in accordance with the exchange ratio set forth in Section 2.1(a). (adjusted for the February 15, 2008 distribution payment). In addition, Focus may purchase and cancel all of the "out-of-the-money" rights under the Focus TURIP at an atamount of not more that $0.01 per right. To the extent that the holders do not elect to receive cash under the Focus Incentive Plans, as so amended, such entitlements shall be paid in Focus Units issued from treasury. To the extent that all of the holders of rights under the Focus TURIP do not exercise such rights, elect to receive cash or sell to Focus the "out-will basisof-the-money" rights, the rights outstanding under the Focus TURIP plan shall be amended such that holders of rights shall only be entitled receive Enerplus Units upon the exercise of such rights, adjusted in accordance with the exchange ratio set forth in Section 2.1(a). (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) The Parties agree that the Focus Change of Control Payments that are substantially similar payable in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date cash shall be referred paid to hereinafter as, the “Purchaser Plans”). Notwithstanding Focus Employees entitled thereto in accordance with their terms and in any event as soon as practicable following the foregoing, Purchaser shall not be required Effective Time concurrent with the execution of releases in substantially the forms thereof appended to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansFocus Employment Agreements. (ce) With respect to Purchaser Plans, except The Parties acknowledge that the Arrangement will not result in a "change of control" or any other form of accelerated vesting for the purposes of the Enerplus Incentive Plans and any executive employment or change of control agreements applicable to the extent otherwise required by applicable lawemployees of Enerplus and its Subsidiaries or the directors of EnerMark (including the Enerplus Employment Agreements) and will not constitute a "change of control" or result in accelerated vesting for the purposes of any other employment or consulting services agreement, Purchaser shall use commercially reasonable efforts to incentive, bonus or similar plan. (if) with respect to each such Purchaser Plan The Parties agree that is a medical or health planthe current intention of Enerplus and EnerMark to appoint two of the current directors of FET Resources to the Enerplus Board at the Effective Time, waive, or cause the waiver of, anysuch individuals currently anticipated to be Xx. Xxxxx X. O'Brien and Xx. Xxxxxxx X. Woitas.

Employees. (a) Seller shall terminateSection 5.10(a) of the AHI Disclosure Letter sets forth a complete and accurate list of all Business Employees, effective as of the Closing Datedate hereof, by name, title or position, employing entity immediately prior to the employment date hereof, work location, start date, current wages (salaries or hourly rates of all employees listed on Schedule 3.19(a) pay), commission rates, bonus opportunities, status as exempt or non-exempt under the Fair Labor Standards Act, paid time off balances, visa status (if applicable), and leave of absence status and return to work date (if applicable). All Business Employees are “Seller’s Employeesat will,” and shall no Business Employee is entitled to severance pay or other benefits following termination or resignation of his or her employment; and all independent contractors of NewCo can be terminated at any time, with or without advance notice, for any reason or no reason at all, and no independent contractors are entitled to Seller’s any post-termination benefits. All material personnel policies and procedures applicable to Business Employees are in writing. True, complete and correct copies of all wageswritten personnel policies and procedures applicable to employees have been made available to XXXX III. Except as expressly contemplated in this Agreement or any other arrangement referred to herein or related thereto (including post-Closing de minimis support services (for no more than one (1) hour a week) from the AHI Principals to AHI in connection therewith), salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up the Business Employees do not provide any services to the Closing Date. Xxxxxxxxx agrees Retained Entities and are not intended to make an offer provide any services to the Retained Entities following the consummation of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basistransactions contemplated hereby. (b) Purchaser shall (iSection 5.10(b) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing DateAHI Disclosure Letter contains a true and complete list of each Contributed Benefit Plan. As of the Closing, a rate the sponsoring employer of base pay that each Contributed Benefit Plan is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (NewCo as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equityresult of a pre-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained Closing transfer of such Contributed Benefit Plans by Purchaser AHI or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser NewCo. HoldCo has provided or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible made available to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) XXXX III with respect to each such Purchaser Plan that is Contributed Benefit Plan, in each case to the extent applicable, a medical or health plan, waive, or cause true and complete copy of (i) the waiver of, anyplan document and any currently effective amendments thereto,

Employees. 5.6.1 Purchaser shall extend offers of employment to those non-health care Employees set forth on Exhibit 16, Schedule 5.6.1 (a) Seller such employees are hereinafter referred to as the “Rehired Employees”). 5.6.2 Purchaser shall terminate, effective as of the Closing Date, terminate the employment of all employees listed on Schedule 3.19(a) “SellerRehired Employees who accept Purchaser’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up offer of employment immediately prior to the Closing Date. Xxxxxxxxx agrees and shall cooperate with and use its reasonable best efforts to make an offer assist Purchaser in its efforts to secure satisfactory employment arrangements with those employees of Seller to whom Purchaser makes offers of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Exhibit 16, Schedule 3.19(a), and such employment 5.6.1. 5.6.3 Seller shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes be solely responsible for all of Purchaser’s standard employment requirements the Plans and all obligations and liabilities thereunder. Purchaser shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers not assume any of employment shall be on an at-will basisthe Plans or any obligation or liability thereunder. (b) Purchaser 5.6.4 Nothing contained in this Agreement shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) confer upon any Rehired Employee any right with respect to continuance of employment by Purchaser, nor shall anything herein interfere with the right of Purchaser to terminate the employment of any of the Rehired Employees at any time, with or without cause, except that such Transferred Employee termination shall be in compliance with any applicable employment agreements and (ii) provide such Transferred Employees (as a group) during their the current employment with policies or practices of Purchaser, or restrict Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Rehired Employees. 5.6.5 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 those employee benefit plansthe compensation, programs terms and policies conditions of employment and benefits that are maintained may be provided to any Rehired Employee by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of which Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansmay maintain. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) With the consent of Seller heretofore given, Buyer has offered employment to certain of Seller’s employees. In addition, Seller hereby agrees that Buyer or its Affiliates, as they deem appropriate, shall terminatebe entitled at any time from the Closing Date to and including March 31, effective as 2004 to offer employment to any or all of the Closing Dateemployees of Seller named on Schedule 5.1, with the exception of any of Seller’s Headquarters employees, as to whom Seller must offer employment by no later than March 4, 2004. Buyer shall advise Seller of those of such employees that Buyer or any of its Affiliates has or will be extending offers of employment and Seller further agrees to provide such assistance and cooperation to Buyer as it may reasonably request in connection with Buyer’s efforts to hire any of such employees. Additionally, if Seller terminates the employment of all any of the Headquarters employees on or prior to March 31, 2004, Seller shall notify Buyer thereof and Buyer shall be entitled, as it deems appropriate, to offer employment to such terminated Headquarters employees as well. With respect to any of Seller’s employees hired by Buyer or any of its Affiliates, Seller agrees not to enforce after the Closing any proprietary information or confidentiality agreement which any employees listed on Schedule 3.19(a5.1 have entered into for the benefit of Seller, other than to prevent any such employee from using or disclosing any of the (i) “Seller Retained Information, (ii) the Licensed Information or (iii) Proprietary Software for or to any Person other than Buyer or any of its Affiliates. Seller’s Employees,” and Affiliates shall pay to Seller’s Employees all wagesnot solicit, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each rehire or attempt to retain any of Seller’s Employees the employees listed on or before Schedule 5.1 (other than the Closing Date; providedHeadquarters employees), howeverexcept for (i) those of such employees which Buyer has elected not to offer employment and (ii) those employees who Buyer offers, but who elect not to accept, employment with Buyer, provided that any offer of employment toby Seller to any such employees shall be at the sole discretion of Seller and at an annual rate of compensation no greater than the rate currently being paid such employees as shown on Schedule 3.17, and any employment by Purchaser or any provided that the non-solicitation covenant of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee Seller contained in this sentence shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of terminate 36 months after the Closing Date. It is agreed, a rate however, that the publication of base pay that is no less than general advertisements by Seller for employees, not specifically directed at the rate of base pay set forth on Schedule 3.19(a) with respect employees hired by Buyer pursuant to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansthis Section 5.1, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan constitute a breach of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansthis non-solicitation covenant. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller As of immediately following the Closing, Sellers shall terminatecontinue to employ the Business Employees. Buyer shall provide, effective as of the Closing Dateno later than January 21, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages2022, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer offers of employment to each Business Employee set forth on Section 4.10(a) of Sellerthe Disclosure Letter (such employees, the “Specified Employees”) at such Business Employee’s Employees existing base salary and on or before such other terms and conditions that are substantially similar, in the Closing Dateaggregate, to such Business Employee’s existing terms and conditions and at the same location of employment, with such employment offer to be effective no later than January 31, 2022; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’Section 4.10(c), as applicable, standard employment requirements. Each Buyer may elect not to extend an offer of employment to any Specified Employee. Sellers shall not terminate the employment of any Specified Employee after the Closing Date and prior to the earlier of (i) such Specified Employee’s Transfer Date or (ii) January 31, 2021, in each case, without the prior written consent of Buyer. Sellers shall terminate the employment of each Specified Employee who receives such a Seller’s Employee shall include base pay qualifying offer of employment no less later than the base pay payable day prior to such Selleremployee’s Transfer Date, and shall pay to such Specified Employees any and all benefits and compensation otherwise required by Law or the terms of any Employee Benefit Plan to be paid to such employees through their final date of employment with Sellers. Except as otherwise set forth in Section 4.10(c) with respect to any such Specified Employee who is not extended an offer of employment or as set forth on Schedule 3.19(a)in the Transition Services Agreement, and Buyer will not assume any liability or obligation with respect to any such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisamounts. (b) Purchaser Buyer shall (i) provide each Transferred Employeehave no obligation to hire or otherwise continue the employment of any Business Employee other than the Specified Employees, for and Buyer may, in its sole discretion, extend offers of employment to a portion of such other Business Employees who remain employed by Sellers at any time on or after the one-year period ending on the first anniversary of day following the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with . With respect to such Transferred Employee and (ii) provide such all Business Employees other than Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansor Specified Employees, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date Sellers shall be referred solely responsible for, and shall pay to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred such Business Employees with any and all benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless and compensation otherwise required by law Law or the terms of any Employee Benefit Plan to be paid to such planemployees through their final date of employment with Sellers. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to Buyer will not assume any liabilities of, the Benefit Plansliability or obligation with respect to any such amounts. (c) Any Business Employees who are hired/retained by Buyer pursuant to Sections 4.10(a) or (b) are sometimes referred to herein as “Transferred Employees”. With respect to Purchaser Plansany Transferred Employee only, Buyer shall be solely responsible for all wages, salaries, any bonuses or incentive compensation, employment taxes, withholding taxes, and any and all vacation days, sick days, paid-time off, and personal days and any other employment benefits, if applicable, accruing from and after the applicable Transfer Date, except (i) as otherwise set forth in the Transition Services Agreement and (ii) Buyer solely shall be responsible for, and have all Liability with respect to, any severance or similar obligation with respect to a Specified Employee, whether or not a Transferred Employee, that results from the extent otherwise required breach by applicable lawBuyer of its obligation under Section 4.10(a) to provide such Specified Employee with a qualifying offer of employment in accordance with Section 4.10(a) or which results from Buyer’s election under Section 4.10(a) not to extend an offer of employment to any Specified Employee (and any related employer portion of any payroll, Purchaser shall use commercially reasonable efforts social security, unemployment or similar Taxes). (d) If Buyer or Sellers determine to terminate any Business Employee (or, in the case of Sellers, any other employee at any location or site of employment where any Business Employee is employed) during the period from the Closing Date until ninety (90) days after the expiration or termination of the Transition Services Agreement, Buyer and Sellers agree to cooperate and exchange such data and information as is reasonably necessary to determine whether such termination would reasonably be expected to result in Liability to Buyer or Sellers under the WARN Act or any similar Law. All Liabilities with respect to (i) with respect any “plant closing” (as defined in the WARN Act or any similar Law) affecting any site of employment on any of the Owned Real Properties or one or more facilities or operating units within any site of employment or facility of the Business Employees on any of the Owned Real Properties and (ii) any “mass layoff” (as defined in the WARN Act or any similar Law) affecting any such site of employment or facility of the Business Employees, including any obligation to each provide any required notices to such Purchaser Plan Business Employees or pay in lieu thereof, shall be the obligations of Buyer; provided, however, that is a medical Sellers shall be responsible for any such Liabilities to the extent arising from (a) any termination of any Business Employee or health planBusiness Employees (other than the Business Employees listed on Section 4.10(a) of the Disclosure Letter who are terminated pursuant to this Agreement) or any other employee or employees of Sellers employed at the Owned Real Properties by Sellers during the period from the Closing Date until ninety (90) days after the expiration or termination of the Transition Services Agreement, waivewithout the advance written consent of Buyer, (b) any termination of Sellers’ employees during the period from the Closing Date until ninety (90) days after the expiration or termination of the Transition Services Agreement, at any site or facility other than those on Owned Real Properties, or cause (c) any breach of or inaccuracy in the waiver ofrepresentation and warranty by Sellers in Section 2.15 as to terminations of employees in the last ninety (90) days. For purposes of clarity, anyBuyer shall be responsible for any such Liabilities brought against any Sellers or any of their respective Affiliates under the WARN Act or similar Law to the extent arising from (i) a termination of employment of any Transferred Employee following the such employee’s applicable Transfer Date and/or (ii) that results from the breach by Buyer of its obligation under Section 4.10(a) to provide a Specified Employee with a qualifying offer of employment in accordance with Section 4.10(a).

Employees. (a) Seller The Side Letter sets forth the severance payable to each Business Employee if such Business Employee were a Non-Transferred Employee who will be severed by the Sellers and their Affiliates (other than the Companies and Subsidiaries) following the Closing Date and in connection with the transactions contemplated by this Agreement. Between the date hereof and the Closing, the Sellers shall terminatepromptly notify Purchaser in writing of (i) any offer of employment to any New Hire in accordance with Section 6.2(b)(v), effective indicating for each, the name, start date, position, job location, base salary, commission eligibility and incentive plan target and (ii) the termination of the employment or commencement of any disability or leave of absence of any Business Employee, indicating, where relevant, the term of any such approved leave of absence. Not less than 20 Business Day prior to the scheduled Closing, the Sellers shall deliver to Purchaser updates to Exhibits B, C, D and E of the Side Letter but only to the extent that such updated information, together with the information provided in clause (ii) of the preceding sentence, would not be complete and accurate as of such date. Not less than 15 days prior to the scheduled Closing, Purchaser shall, in compliance with applicable Law, identify in writing all Business Employees to be transferred to a Company or Subsidiary and indicating the applicable transferee Company or Subsidiary for each such Business Employee (the "Transfer Notice"). Not less than 10 days prior to the scheduled Closing, the Sellers shall, or shall cause their applicable Affiliates (other than the Companies and Subsidiaries) to, transfer all such Business Employees so identified by Purchaser in accordance with this Section 6.13(a) but excluding any such U.S. employees on long-term disability (the "Transferred Business Employees"), and the Sellers shall cause the transferee Companies and Subsidiaries to employ such Transferred Business Employees. Not less than 10 days prior to the scheduled Closing, the Sellers shall notify Purchaser in writing, with respect to each Non-Transferred Employee, the severance to which each such employee would be entitled upon being severed by the Sellers calculated in accordance with the severance policy set forth in Schedule 6.13(b) (the "Severance Notice"). Not less than 10 days prior to the scheduled Closing, the Sellers shall cause each applicable Company or Subsidiary to transfer all employees whose services are not primarily dedicated to the Business, including all such employees who have rights of employment on return from any leave or other absence, and the Sellers shall, or shall cause their applicable Affiliates (other than the Companies and Subsidiaries) to, employ such employees. The Sellers and Purchaser intend that the transactions contemplated by this Agreement shall not constitute an event entitling any Transferred Business Employee to severance benefits. Immediately following the Closing Date, Purchaser shall cause each Company and each Subsidiary to continue the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s their respective employees, including the Transferred Business Employees on or before the Closing Date(each, a "Continuing Employee"); provided, however, that any offer U.S. employee of employment toa Company or Subsidiary who as of the Closing Date is not actively at work as a result of long-term disability shall not be a Continuing Employee unless and until such employee presents himself or herself to return to work within 180 days after the Closing Date. Subject to applicable Law, nothing in this Section 6.13 shall limit the right of the Companies and any employment by Purchaser or Subsidiaries to dismiss any of its Affiliates of, a Seller’s Employee are subject their employees at any time and for any reason and to all change the terms and conditions of Purchaser’s their employment (including compensation and its Affiliates’, as applicable, standard employment requirements. Each offer of employment employee benefits provided to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(athem), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) For a period of one (1) year after the Closing, Purchaser shall cause the applicable Company or the Subsidiary to provide to each Continuing Employee (i) provide each Transferred Employee, for the one-year period ending on the first anniversary annualized salary equal to 100% of the Closing Date, a rate of annualized base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect salary provided to such Transferred Employee by Seller, Company or Subsidiaries immediately prior to Closing, and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs bonus opportunity and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate benefits provided to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser. Purchaser shall provide or its Affiliates shall cause to be provided to any U.S. Continuing Employee whose employment is terminated during the six (6) month period following the Closing a severance payment calculated in accordance with the severance policy set forth in Schedule 6.13(b). In addition to any severance payments that may be due, if any Continuing Employee is terminated after the Closing, Purchaser will provide or cause to be provided 100% of the 2005 Annual Bonus that such Continuing Employee would have been entitled to if they had been employed as of the bonus payment date to the extent accrued and not yet paid. With respect to the Continuing Employees, each employee medical, dental, vision care and prescription drug plan, program, policy and arrangement of Purchaser shall waive any pre-existing condition exclusion (to the extent such exclusion was waived under the corresponding Benefit Plan) and any proof of insurability and shall recognize, for purposes of satisfying any deductibles, co-pays and out-of-pocket maximums during the calendar year in which the Closing occurs, any payment made towards deductibles, co-pays and out-of-pocket maximums for such calendar year under the corresponding Benefit Plan. The Sellers agree to transfer the cafeteria plan accounts and experience of Continuing Employees (to the extent applicable) to substantially equivalent plans that exist or will be established by Purchaser. The Sellers and Purchaser agree to determine the terms and conditions of such transfer. All service by a Continuing Employee with the Seller, including service with predecessor employers that was recognized by the Sellers and their Affiliates, shall be recognized by Purchaser for purposes of vacation entitlement and participation and vesting (but not for purposes of benefit accrual) under the benefits of Purchaser, including any defined benefit or defined contribution pension plans, programs or policies welfare benefit plans and severance plans of Purchaser or its Affiliates in which Transferred to the same extent such service was recognized under the corresponding Benefit Plan. Purchaser will continue to provide relocation assistance to those Continuing Employees become eligible to participate after receiving it as of the Closing Date shall be referred and tuition assistance to hereinafter as, those Continuing Employees who are receiving such benefits as of the “Purchaser Plans”Closing Date for the academic session then in effect (the "Relocation and Tuition Benefits") to the extent set forth in Schedule 6.13(b)(i). Notwithstanding the foregoing, Purchaser shall not be required With respect to provide the Transferred Continuing Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen who are on international assignment as of the Closing Date, unless otherwise required by law Purchaser will provide the benefits provided under CSG's international assignee program as in effect as of Closing, including repatriation upon completion of assignment, completion bonuses, Tax equalization and Tax Return preparation. Purchaser shall assume, or shall cause the terms applicable Company or Subsidiary to retain, all Liabilities with respect to, and honor the vacation, personal days and floating holidays accrued but unused by, each Continuing Employee as of any such plan. If there are no similarly situated employees of the Closing, and Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees any Company or Subsidiary (as a groupthe case may be) with employee benefit plans, programs and policies that are substantially similar in shall be solely liable for such accruals to the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, extent accrued on the Benefit Plansmost recent Financial Statements (the "Accrued Days"). (c) With Purchaser shall make and be responsible for the payment of all accrued but unpaid incentive compensation of each Continuing Employee for the 2005 calendar year (the "2005 Annual Bonus"). (d) Purchaser shall cause the tax-qualified defined contribution plan established or maintained by Purchaser ("Purchaser's Savings Plan") to accept eligible rollover distributions (as defined in Section 402(c)(4) of the Code) from U.S. Continuing Employees with respect to any account balances distributed to them on or as of the Closing Date by the CSG Incentive Savings Plan. Rollovers of outstanding loans under the CSG Incentive Savings Plan shall be permitted. The distribution and rollover described herein shall comply with applicable Law and each party shall make all filings and take any actions required of such party under applicable Law in connection therewith. Purchaser Plansand the Sellers agree that U.S. Continuing Employees who are participants in the CSG Incentive Savings Plan who elect to roll over their outstanding loans thereunder to Purchaser's Savings Plan shall inform the plan administrator of the CSG Incentive Savings Plan by a predetermined date to be mutually agreed upon by Purchaser and the Sellers, except and the Sellers shall cause the recordkeeper for the CSG Incentive Savings Plan to provide a data file to the extent otherwise plan administrator of Purchaser's Savings Plan in a format identified by such plan administrator that includes all such participants who have elected to roll over their outstanding loans. No rollovers of outstanding loans under the CSG Incentive Savings Plan shall be accepted by Purchaser's Savings Plan from individual participants who have not made the election by the predetermined date. (e) The Sellers shall be responsible for and shall defend, indemnify and hold harmless Purchaser for any failure to provide health continuation coverage (including any penalties, excise taxes or interest resulting from the failure to provide continuation coverage) required by applicable law, Purchaser shall use commercially reasonable efforts to Section 4980B of the Code (i) with respect to each current or former employee of the Sellers, their Affiliates, Companies or Subsidiaries other than the Continuing Employees, due to qualifying events whenever occurring, (ii) with respect to each Continuing Employee, due to qualifying events which occur on or before the Closing Date, and (iii) with respect to each U.S. employee of a Company or Subsidiary who as of the Closing Date is not actively at work as a result of long-term disability, due to qualifying events which occur before the date such employee presents himself or herself to return to work in accordance with Section 6.13(a). Purchaser Plan shall be responsible for and shall defend, indemnify and hold harmless the Sellers for any failure to provide health continuation coverage (including any penalties, excise taxes or interest resulting from the failure to provide continuation coverage) required by Section 4980B of the Code with respect to each Continuing Employee due to qualifying events which occur after the Closing Date. The Sellers shall be responsible for providing any applicable COBRA notices to any Business Employee in respect of events occurring prior to such Business Employee's transfer to a Company or Subsidiary in accordance with Section 6.13(a). (f) Nothing in this Section 6.13 will be or be deemed to be for the benefit of or enforceable by, any Person who is not a party hereto, including, without limitation, any director, officer, employee or independent contractor of any Seller, Company or Subsidiary or their respective affiliates. Furthermore, nothing in this Section 6.13 will be or be deemed to be an amendment of a Benefit Plan. (g) To the extent that is a medical the rights and obligations of the employees of the Companies, Subsidiaries or health planthe Business and their respective employers (whether in respect of any Benefit Plan), waiveare regulated by applicable Law and/or any collective bargaining agreement, or the Sellers and Purchaser shall fully cooperate (and the Sellers shall cause the waiver ofrelevant Companies and Subsidiaries to fully cooperate with Purchaser) for the purpose of ensuring that such Laws and collective bargaining agreements are fully complied with at all times up to the Closing Date, anyand at any time thereafter in respect of the transactions contemplated in this Agreement. After Closing, the Sellers will provide Purchaser with information reasonably required by Purchaser and otherwise will provide Purchaser with reasonable assistance in relation to the Company Plans, including any superannuation contribution arrangements (excluding the funding of such arrangements), any of the Companies and Subsidiaries have in place as at Closing (h) At or prior to the Closing Date, the Sellers shall cause CSG Software to terminate the CSG Software, Inc. Wealth Accumulation Plan and to pay promptly the account balances thereunder to the participants therein in accordance with the terms thereof.

Employees. Schedule 2.6 hereto sets forth a list of all officers, directors and key employees (ameaning those earning more than $50,000 annually) Seller shall terminate, effective as of the Closing DateSellers working for the benefit of the Business, together with a description of the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” rate and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Datebasis for their total compensation. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee Except as set forth on Schedule 3.19(a)2.6 hereto, the Sellers have during the 36 months preceding the date of this Agreement conducted the Business in material compliance with all Regulations and such Orders affecting employment shall have a principal place of work that is at and employment practices applicable to the Facility. Each of Seller’s Employees who accepts such offer of employmentSellers, commences employment with Purchaser including terms and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers conditions of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employeeand the payment of wages and hours. The Sellers have no collective bargaining agreements and, during the 36 months preceding the date of this Agreement, there have been no strikes, work stoppages nor any demands for the one-year period ending on the first anniversary col­lective bargaining by any union, labor organization or other Person. There is no dispute or controversy with any union or other organization of the Closing DateSellers’ employees and no arbitration proceedings are pending or, to the best knowledge of the Sellers, threatened involving a rate of base pay that is no less than dispute or controversy affecting the rate of base pay Sellers. Except as set forth on Schedule 3.19(a2.6 hereto, at the Closing the Sellers will not have any liability or obligation to any of their current or former employees, officers or directors (including unaccrued year end bonuses) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar for the payment of salaries to be paid in the aggregate ordinary course of business. Except as set forth on Schedule 2.6 hereto, the Sellers have not taken any action, or failed to those take any action, that has or would reasonably likely to result in any Claim by an employee benefit plansof the Business that he has been constructively terminated or is due severance payments. Except as set forth on Schedule 2.6 hereto, programs upon the consummation of the transactions contemplated hereby and policies that are maintained by Purchaser pursuant to the agreements referred to herein, the Sellers will not have any “change in control,” bonus or its Affiliates from time other obligations to time any of their employees, consultants or other Persons performing services for the benefit Sellers. Notwithstanding any of similarly situated employees the information disclosed on Schedule 2.6 hereto, or elsewhere in the disclosure schedules to this Agreement, none of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be liabilities referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there in this Section 2.6 are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except being transferred to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyPurchaser.

Employees. (a) Seller shall terminateWith the consent of Westar, PODS has offered employment to Westar employees previously identified by PODS and listed on Schedule 2.1 (the “Employees”) effective as of July 1, 2002, in accordance with PODS’ normal employment policies, upon the Closing Dateterms and conditions set forth in said Schedule 2.1. Westar will provide all payroll, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” tax, and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up other information relating to the Closing DateEmployees as may be reasonably requested by PODS consistent with any applicable confidentiality restrictions. Xxxxxxxxx agrees As to make an offer of any Employees not accepting employment to each of Seller’s Employees on or before the Closing Date; providedoffers from PODS, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment Westar shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts option to retain such offer of employment, commences employees or terminate their employment in accordance with Purchaser and satisfactorily completes all of PurchaserWestar’s standard employment requirements policies. Responsibility for severance and any related liability for those Employees not accepting employment offers from PODS shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers the sole responsibility of employment shall be on an at-will basisWestar. (b) Purchaser shall During the period commencing on the Effective Date and ending (i) provide each Transferred EmployeeSeptember 30, for the one-year period ending on the first anniversary of the Closing Date2002, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect as it relates to such Transferred Employee terminations and (ii) provide December 31, 2002, as it relates to relocations, PODS may identify certain hired Employees that it does not believe to be appropriate for providing the IT Services and terminate the employment of such Transferred Employees (Employees, or may relocate positions and as a group) during result trigger the right of Employees under employment policies applicable to them to terminate their employment with Purchaser with employee benefit plansand receive severance benefits. As to each such Employee, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby Westar agrees to provide Purchaserreimburse PODS for severance payments and related costs made or incurred by PODS to or for such Employee; provided, upon written request, with any information reasonably required by Purchaser in order for it that such severance payments will not exceed the amount of severance pay that Westar would have owed such Employee had the Employee remained a Westar employee up to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansdate of termination of employment. (c) With respect to Purchaser Plansthe hired Employees whose employment is not terminated pursuant to Section 2.1(b) above, PODS will maintain such Employees at a salary and benefits comparable to those provided by PODS as of the Effective Date as provided in Schedule 2.1 until July 1, 2003; provided, however, that any Employee hired by PODS may be terminated for good cause as defined in PODS’ existing personnel policies or as part of a general reduction in force adopted by PODS. Severance and related liabilities for any Employee hired by PODS and terminated after September 30, 2002 except as set forth in Section 2.1(b) shall be the responsibility of PODS. Nothing in this Agreement is intended to the extent otherwise required by applicable lawcreate any obligation of any party hereto to any employees of any party, Purchaser shall use commercially reasonable efforts nor to (i) with respect to each such Purchaser Plan that is make any employee of any party hereto a medical or health plan, waive, or cause the waiver of, anythird party beneficiary of this Agreement.

Employees. (a) In order to effectuate the transition of employment to the applicable Buyer or one of its Related Persons, each Seller will give notice or cause termination notices to be delivered to all of its Current Employees of the sale of the Business and ensure the employment termination all of the respective employees employed in connection with the Business contemporaneous with the Closing and, subject to the timing set forth in Section 7.16(d), the Buyers will offer to employ the Current Employees commencing after Closing on substantially the same terms and conditions, including: (i) At least the same remuneration that each Current Employee received immediately prior to the Effective Time as set out in Schedule 3.24(a); (ii) providing each Current Employee with benefits substantially similar to the benefits set out in Schedule 3.17(a) applicable to such employee; and (iii) Recognition of each Current Employee’s respective length of service with the Business as set out in Schedule 3.24(a). Each Seller shall terminateuse best efforts to encourage such employees to accept such offer of employment from applicable Buyer. (b) Each Seller shall also ensure that the employees are paid out any bonuses, effective vacation pay, wages, commissions, or other compensation earned as of the Closing Datein accordance with Legal Requirements, to the extent not included in Working Capital, and such Seller shall be solely liable for any severance or other payments required to be made to any Current Employees who do not accept new employment with a Buyer as contemplated under this Section 7.1. (c) Each Seller shall be solely responsible to the extent not included in Working Capital for (i) all Company Benefit Plans; (ii) all assets held in trust or otherwise relating to any Company Benefit Plan or the funding thereof; (iii) any insurance policy, contract, trust, Third Party administrator contract, or other funding arrangement, and all obligations thereunder, for any Company Benefit Plan; (iv) any monies held by or for the benefit of such Seller in any account dedicated to the payment of benefits or insurance premiums relating to any Company Benefit Plan; and all severance payments and other Liabilities arising out of the employment and termination of its employees and for all accrued compensation, vacation pay, sick pay and other benefits with respect to such employees, whether or not such employees listed become employees of a Buyer or one of its Related Person on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to or immediately after the Closing Date. Xxxxxxxxx agrees . (d) US Seller shall be solely responsible to make an offer of employment provide COBRA continuation coverage with respect to each “M&A qualified beneficiary” within the meaning of Seller’s Employees Treasury Regulation Section 54.4980B-9, Q&A-4(a) due to a qualifying event occurring on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment Seller shall have a principal place of work take all actions necessary to ensure that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser Buyer (and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (bits Related Persons) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees do not become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required legally obligated to provide the Transferred Employees with COBRA continuation coverage to any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansM&A qualified beneficiary. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller As of the Closing Date, Buyer shall terminateoffer employment to all those persons actively employed by Xxxxxxx full time in connection with the Business conducted by Xxxxxxx, effective as of the Closing Date, each of whom (as of the employment of all employees date hereof) is listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to6.09 hereto, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated Buyer shall offer employment to certain mutually-agreed upon employees of Purchaser or its AffiliatesCaraustar not employed by Xxxxxxx, Purchaser shall provide such Transferred Employees each of whom (as a groupof the date hereof) is listed on Schedule 6.09 hereto, and effective upon such inactive employee’s return to service, each inactive (whether by disability or injury) employee employed by Xxxxxxx listed on Schedule 6.09 (all such employees offered employment by Buyer, the “Employees”), on terms and conditions (including with respect to employee benefit plansbenefits), programs and policies that on the whole, which are substantially similar in the aggregate comparable to those of SellerXxxxxxx or Caraustar, as the case may be, in effect on the date hereof and which case Seller hereby agrees comply with the Xxxxxxx CBA. As of the Closing Date, Xxxxxxx and Caraustar shall, respectively, terminate all of the Employees and shall be responsible for any and all liability (other than the Assumed Xxxxxxx Liabilities), including but not limited to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, under the Xxxxxxx CBA and the Benefit Plans, arising out of their employment prior to the Closing Date, and the termination thereof, on the Closing Date. Except as set forth in the Xxxxxxx CBA, nothing herein shall be deemed either to affect or to limit in any way the management prerogatives after the Closing of Buyer with respect to the Employees who accept such offer of employment (including, without limitation, the right of Buyer to modify compensation, benefits or other terms and conditions of employment following the Closing Date or the right of Buyer to terminate the employment of any Employee), or to create or to grant to such Employees any third-party beneficiary rights or claims or causes of action of any kind or nature against Buyer or its affiliates. (cb) With respect Buyer shall provide the employee benefit plans required under Section 6.09(a), as of the Closing Date so as to Purchaser Plansensure uninterrupted coverage of Employees who accept Buyer’s offer of employment, except including without limitation a medical plan that shall not exclude pre-existing conditions of such Employees. Buyer shall grant all Employees credit for purposes of eligibility and vesting (but not benefit accrual) under the Buyer’s employee benefit plans (including vacation and severance) for their years of service with the Seller prior to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyClosing Date.

Employees. (a1) On the Closing Date, the Seller shall terminate, effective provide the Purchaser with a true and complete list showing the names and current annual salary rates of all of the Business Employees as of the Closing Date. From and after the Closing, the employment Purchaser shall assume responsibility for all salary obligations and bonus obligations under the bonus plan listed in item 1 of all employees listed on Section 3.13(a) of the Disclosure Schedule 3.19(a(the "Bonus Plan") “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up with respect to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing DateBusiness Employees; provided, however, that any offer the Seller shall reimburse the Purchaser for an amount equal to the lesser of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employeeand (ii), for multiplied by (iii) and reduced by (iv), where: (i) equals the one-aggregate bonuses paid by the Purchaser and its Subsidiaries to Business Employees in respect of calendar year period ending 1999 (or any portion thereof); (ii) equals the aggregate amount that would have been payable by the Seller to Business Employees under the Bonus Plan as in effect on the first anniversary date hereof assuming the consummation of the transactions contemplated by this Agreement had not occurred and the Bonus Plan had remained in effect until December 31, 1999, or, if earlier, until actually terminated by Purchaser; (iii) equals a fraction, the numerator of which is the number of days from January 1, 1999 to the Closing Date, a rate and the denominator of base pay which is the lesser of (x) 365 and (y) the number of days from January 1, 1999 to the date the Purchaser terminates the Bonus Plan; and (iv) equals the tax benefit available to the Purchaser (or any Subsidiary thereof) in connection with its payment of any amount required to be reimbursed by the Seller pursuant to this proviso without regard to this clause (iv). (2) Immediately following the Closing, the Purchaser shall provide the Business Employees with employee benefits that is are no less favorable than those made available by the rate of base pay set forth on Schedule 3.19(a) Purchaser to its similarly situated employees. To the extent that service is relevant for eligibility and vesting (and with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansaccruals, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time solely for the benefit purposes of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anycalculating

Employees. (a) Seller shall terminateAll material payments of compensation, effective including wages, commissions, and bonuses, and related Taxes that were required to be made, or accrued, by GCC, GC LLC, XXXXX or any XXXXX Subsidiary on or before the Closing Date were made or accrued in full as of such date with respect to, or on behalf of, any Continuing Employee in accordance with the Paylocity Service Agreement and applicable Laws. As of the date hereof, there are no outstanding agreements, understandings or commitments of GCC, GC LLC, XXXXX or any XXXXX Subsidiary with respect to any compensation, including commissions and bonuses, of any Continuing Employee except increases occurring in the customary practices, and included in the XXXXX 2019 budget, or as reflected in this Agreement and the Schedules hereto, or except for coverage under the Employee Plans or substantially similar plans, programs or arrangements, or except for any captive insurance arrangement. (b) Except as listed on Schedule 3.16(b), as of the date hereof, (i) no Continuing Employees are on a leave of absence for any reason, including without limitation a leave of absence for short or long term disability or a leave of absence under the Family Medical Leave Act of 1993, as amended, or the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, and (ii) no Continuing Employee has given notice that he or she has planned a leave of absence that would commence after the Closing Date. (c) Schedule 3.16(c) sets forth for Continuing Employees the aggregate vacation, leave or other paid time-off (other than unlimited PTO) they have accrued but not used as of the Closing Date (together, “PTO”), and identifies those Continuing Employees entitled to unlimited PTO as of the Closing Date. GCC has properly accrued all such PTO on the GCC Financial Statements, provided that accruals for those Continuing Employees entitled to unlimited PTO has been accrued solely at the grandfathered accrual level in effect at the date they converted to unlimited days (“Grandfathered PTO”). Except for such PTO and any unlimited PTO rights of Continuing Employees as listed on Schedule 3.16(c), no other PTO, vacation, or other paid leave obligations have been accrued by or are owing to the Continuing Employees as of the Closing Date, whether directly by GCC or indirectly through Paylocity. (d) XXXXX, and each XXXXX Subsidiary is, and has been for the three (3) years preceding the date of this Agreement, in compliance with all Laws and Orders regarding the terms and conditions of employment or other labor related matters, including Laws and Orders relating to discrimination, fair labor standards and occupational health and safety or wrongful discharge, wages, hours, workers compensation, worker classification, collective bargaining, plant closing, and the payment and withholding of Taxes with respect to their employees. There are no, and there has not been for the three (3) years preceding the date of this Agreement, Actions pending or, to GCC’s Knowledge, threatened against GCC, GC LLC, XXXXX or any XXXXX Subsidiary brought by or on behalf of any applicant for employment, any current or former employee, or any current or former independent contractor, or any class of the foregoing, relating to any Laws or Orders referenced in the foregoing sentence; alleging breach of any express or implied contract of employment, wrongful termination of employment or service; alleging any other discriminatory, wrongful or tortious conduct in connection with the employment or service relationship; or in respect of which any director, officer, member, employee or agent may be entitled to claim indemnification from GCEAR, GCEAR OP, XXXXX or any XXXXX Subsidiary. (e) All current and former employees of GCC, GC LLC, XXXXX or any XXXXX Subsidiary who have been classified as exempt under the FLSA have been properly classified and treated as such, and all Persons who have provided services to GCC, GC LLC, XXXXX or any XXXXX Subsidiary as independent contractors or consultants have been properly classified as independent contractors rather than employees. (f) All employees listed of GCC, GC LLC, XXXXX or any XXXXX Subsidiary who work in the United States are legally authorized to work in the United States. GCC, GC LLC, XXXXX or any XXXXX Subsidiary has completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”) for all such employees. (g) Except as disclosed on Schedule 3.19(a) “Seller’s Employees,” and shall pay 3.16(g), as of the date hereof, none of GCC, GC LLC, XXXXX or any XXXXX Subsidiary has outstanding any commitment or agreement to Seller’s Employees all wagesincrease the compensation payable, salaries, commissions (if any) and bonuses which are due or to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to modify the Closing Date. Xxxxxxxxx agrees to make an offer conditions or terms of employment to each of Seller’s Employees on or before service of, any Continuing Employee except increases occurring in the Closing Date; provided, however, that any offer of employment tocustomary practices, and included in the XXXXX 2019 budget, or in accordance with existing agreements and changes required by applicable Law. (h) Except as disclosed on Schedule 3.16(h), the execution, delivery and performance of this Agreement by GCC or GCEAR, alone or in combination with any employment by Purchaser other event, will not (i) constitute a triggering event that will result in any payment (whether of severance pay or otherwise) becoming due from XXXXX or any of its Affiliates of, a Seller’s the XXXXX Subsidiaries or any Employee are subject Plan to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and or (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansaccelerate the time of payment or vesting or increase the amount of compensation due to, programs and policies (other than equity-based plansany current or former employee, programs or policies) that are substantially similar in the aggregate to those employee benefit plansindependent contractor, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waiveofficer, or cause the waiver of, anydirector (or dependents of such Persons).

Employees. (a) Seller As of (i) with respect to the U.S. Affected Employees, the Deferred U.S. Transfer Date, (ii) with respect to the OUS Affected Employees, the Deferred European Transfer Date and (iii) with respect to the India Affected Employee, the Deferred India Transfer Date, as the case may be, Buyer shall, or shall terminate, effective as cause an Acquired Company to employ (x) all of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Affected Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less other than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), OUS Affected Employees and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred India Affected Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be ) on an at-will basis, and (y) the OUS Affected Employees and the India Affected Employee in accordance with their respective Contracts and applicable Law. For a period of at least 12 months from the Closing Date, Buyer will provide or will cause the Acquired Companies to provide to each of the Affected Employees: (i) base salary and base wages and incentive compensation opportunities that are at least as favorable in the aggregate as such annual base salary and base wages and incentive compensation opportunities (excluding equity-based compensation) provided by Buyer to its similarly situated employees and (ii) employee benefits (excluding medical and life insurance benefits for retired or former employees other than as required under Section 4980B of the Code or similar state law) which are at least as favorable in the aggregate as the employee benefits provided by Buyer to its similarly situated employees; provided, that nothing in this sentence shall require Buyer, its Subsidiaries or the Acquired Companies to continue any employee plan or specific employee benefits during such period; provided, further, that with respect to the OUS Affected Employees and the India Affected Employee, Buyer will provide or will cause the Acquired Companies to provide all items referred to in (i) and (ii) above in accordance and in compliance with applicable Law. Nothing set forth in this Section 7.05 will create a contract of employment with, or for the benefit of, any Affected Employee or change such employee’s status as an employee at will to the extent applicable. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plansthe U.S. Affected Employees, except Seller shall cause the Company or one of its Subsidiaries to continue to employ each of them until July 31, 2014 (or for such shorter period as may be notified by Buyer in writing in accordance with the extent otherwise required by applicable lawEmployee Services Agreement) (the “Deferred U.S. Transfer Period”). Prior to or on the expiration of the Deferred U.S. Transfer Period, Purchaser Buyer, one of its Affiliates, or an Acquired Company shall use commercially reasonable efforts to (i) with respect offer employment to each U.S. Affected Employee, such Purchaser Plan that is a medical or health planemployment to commence with Buyer, waiveone of its Affiliates, or an Acquired Company on the expiration of the Deferred U.S. Transfer Period (the “Deferred U.S. Transfer Date”). Seller shall cause the waiver of, anyCompany to take reasonable steps to encourage such Affected Employees to accept the offer.

Employees. (a) Seller shall terminate, effective Set forth in Section 6.01(a) of the --------- Disclosure Schedule is a true and complete list showing the names and current annual salary rates of all of the employees and on-air talent of each Station as of the Closing Datedate hereof (all such employees and on-air talent together being the "Station Employees"), which includes for such employees the employment of all amounts paid or ------------------ payable as a base salary and lists any other compensation arrangements for such employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s for 1996, including bonuses or other compensation arrangements. The Station Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to constitute all of Purchaser’s the on-air talent and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is personnel working at the Facility. Each Stations (whether full-time or part-time) or otherwise involved in the operations of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisthe Stations. (b) Purchaser shall furnish to Seller at the earliest practicable date but no later than 10 days prior to Closing a list of the Station Employees which Purchaser desires Seller to terminate prior to Closing. Seller shall indemnify and hold harmless Purchaser from and against all costs and liabilities resulting from the termination of such Station Employees, except that Seller shall have no obligation with respect to, and Purchaser shall indemnify and hold harmless Seller and Seller's Affiliates from and against, all costs and liabilities resulting from any termination requested by Purchaser pursuant to this Section 6.01(b) which violates of any federal, state or local law, rule or regulation or any collective bargaining agreement. For the purposes hereof, those Station Employees who remain as employees of the Companies following the Closing Date are hereinafter referred to collectively as the "Transferred Employees". --------------------- (c) Purchaser agrees (i) provide each subject to the rights of the affected Transferred EmployeeEmployees regarding representation, to recognize the unions listed in Section 3.14 of the Disclosure Schedule as the sole and exclusive collective bargaining agents for the affected Transferred Employees and (ii) to be bound by, and to comply in all respects with, the terms and conditions of the collective bargaining agreements listed in Section 3.14 of the Disclosure Schedule applicable to Transferred Employees. (d) For the one-year period ending commencing on the first anniversary Closing Date (the "Continuation Period"), Purchaser agrees to provide (i) those Transferred -------------------- Employees whose employment is governed by the terms of a collective bargaining agreement with such employee benefits as are required by the Closing Date, a rate terms of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee collective bargaining agreement and (ii) provide all other Transferred Employees with employee benefits that in the aggregate are substantially equivalent in value as, and no less favorable in value than, those provided to such Transferred Employees (as a group) during their employment with immediately prior to the Closing. Notwithstanding anything to the contrary herein, Purchaser with employee benefit plansshall not have any obligation to provide any equity, programs and policies (other than equity-based or similar compensation or benefit to any Transferred Employee with respect to the equity of Purchaser or any Company, and no equity or equity-based compensation or benefits provided to Transferred Employees immediately prior to the Closing shall be taken into account for purposes of this Section 6.01(d) in determining substantial equivalence. (e) To the extent that service is relevant for eligibility, vesting, benefit accrual, benefit contributions, benefit calculations or allowances (including entitlements to vacation and sick days) under any employee benefit plan, program or arrangement established or maintained by Purchaser or any Company for the benefit of Transferred Employees, such plan, program or arrangement shall credit such Transferred Employees for service on or prior to the Closing with Seller or any Affiliate thereof; provided, however, that -------- ------- Purchaser shall not be obligated to give credit for such service to the extent it (i) would result in duplication of any benefits to which a Transferred Employee is entitled to under any comparable plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are arrangements maintained by Purchaser Seller or any of its Affiliates from time on or prior to time the Closing Date or by Purchaser after the Closing Date or (ii) was not a service which was recognized for the benefit purposes of similarly situated employees of Purchaser or its Affiliates (any such employee benefit comparable plans, programs or policies arrangements. In addition, Purchaser shall waive any pre-existing conditions and recognize for purposes of Purchaser or annual deductible and out-of-pocket limits under its Affiliates medical and dental plans, claims of Transferred Employees incurred during the year in which Transferred Employees become eligible to participate after the Closing Date shall be referred occurs and prior to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminateSchedule 3.11(a) accurately sets forth, effective with respect to each employee of TMRI as of the Closing Date, date of this Agreement who has been designated by the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay Syngenta Parties as being eligible to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser pursuant to Article 9 (including any employee who is on a leave of absence or on layoff status) (such individuals, collectively, “TMRI Employees”): (i) the name and title of such employee; (ii) the aggregate dollar amounts or target percentage payments of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit-sharing payments and other payments) received by such employee from any of the Syngenta Parties or any of their Affiliates with respect to services performed through September 30, 2002 as well as such employee’s target bonus for fiscal 2002); and (iii) such employee’s annualized compensation as of the date of this Agreement. The parties hereto agree that the Syngenta Parties may modify Schedule 3.11(a) at any time prior to Closing by adding the names of additional employees of TMRI who are designated by the Syngenta Parties as being eligible to be a “Transferred Employee, offers of employment shall be on an at-will basis” pursuant to Article 9. (b) Purchaser shall (iSchedule 3.11(b) provide identifies each Transferred Employeeemployment contract or any union contract, for the one-year period ending on the first anniversary collective bargaining agreement or similar contract related to or covering any of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansTMRI Employees. (c) With respect Except as provided on Schedule 3.11(c), the employment of the TMRI Employees is terminable by the Syngenta Parties at will. (d) The Syngenta Parties have disclosed to Purchaser PlansDiversa any notice they have received from a TMRI Employee indicating such employee’s intent to refuse to accept an offer of employment with Diversa for any reason, except to including because of the extent otherwise required consummation of the transactions contemplated by applicable lawthis Agreement. (e) To the Knowledge of Syngenta, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that no TMRI Employee is a medical party to or health planis bound by any confidentiality agreement, waivenoncompetition agreement or other contract (with any Person) that may have an adverse effect on the performance by such employee of any of his duties or responsibilities as an employee of the Syngenta Parties or as an employee of Diversa; provided that Diversa acknowledges that certain of the TMRI Employees have academic positions, scientific advisory board positions and other positions with Persons other than TMRI, and any such confidentiality agreement, noncompetition agreement or cause the waiver ofother contract relating to such position shall not be deemed to constitute a breach of this Section 3.11(e). All such TMRI Employees who have, anyto Syngenta’s Knowledge, such positions, are listed on Schedule 3.11(e).

Employees. (a) Between the date of this Agreement and the third (3rd) Business Day prior to the anticipated Closing Date, Buyer shall be permitted, at Buyer’s discretion, to interview and offer employment to any or all of the employees of Seller engaged in the Business, terminable at the will of Buyer. Attached hereto as Schedule 5.9(a) is a list of the employees of Seller engaged in the Business to whom Buyer has decided to offer employment on approximately the same aggregate compensation levels as they currently have with Seller (after taking into account, among other things, base salary, bonus, equity and equity-like incentives and other benefits and incentives); it being understood that Buyer may decide to offer employment to additional employees of Seller engaged in the Business after the date of this Agreement. On the Closing Date, prior to the Closing, Buyer shall terminatedeliver to Seller a list of the employees of Seller engaged in the Business to whom Buyer has offered employment, effective and who have accepted such offer of employment, pursuant to this Section 5.9(a) (together with any additional employees of Seller engaged in the Business who have outstanding offers of employment with Buyer as of the Closing Date and who accept such offers of employment from Buyer within five (5) Business Days after the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Transferred Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up ”). Seller hereby consents to the Closing Date. Xxxxxxxxx agrees hiring of any such Transferred Employees and waives, with respect to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser Buyer of such Transferred Employees, any claims or rights Seller may have against Buyer or any of its Affiliates ofsuch Transferred Employee under any non-competition, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard confidentiality or employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisagreement. (b) Purchaser From and after the Closing Date, Buyer shall, or shall (i) provide cause its Subsidiaries to assume, honor, pay, perform and satisfy any and all Liabilities arising after the Closing in respect of each Transferred Employee, for including under the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansSeparation Plan. (c) With respect The Parties agree that COBRA liability shall follow the asset sale rules of Treas. Reg. section 54.4980B-9 that an individual who separates from service from Seller and as a result loses applicable coverage is an M&A qualified beneficiary, and that Seller shall have the responsibility to Purchaser Plans, except offer COBRA coverage to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyall M&A qualified beneficiaries.

Employees. (a) Schedule 4.6.2 sets forth a list of all employees of the Seller shall terminate-------------- and Subsidiaries and as to each employee of Seller or any Subsidiary whose current compensation (salary and bonus) exceeds an annual rate of $25,000: his or her name, effective the Seller or Subsidiary he or she works for, the location of employment, the date on which he or she was hired, the basic weekly or hourly rate of pay (separately listing any bonus), such employee's accrued sick leave entitlement up to November 30, 1998, such employee's accrued vacation up to November 30, 1998, and all other benefits actually or contingently accruing to such employee as of November 30, 1998. Except as set forth on Schedule 4.6.2, --------------- neither Seller nor any Subsidiary has any obligation to pay severance to any employee under any circumstances, contingent or otherwise. (b) Schedule 4.6.2 sets forth as to each officer or other manager --------------- employed by Seller or any Subsidiary, the information described in subsection (a) above, as well as the current compensation rate (salary, bonus, commission or other) for each such person. (c) Except as set forth on Schedule 4.6.2, neither Seller nor any --------------- Subsidiary has entered into any written employment agreement or any other material written agreement with any employee, for a fixed term or otherwise. (d) Since the date of the Unaudited Balance Sheets, no raises have been withheld in contemplation of the Closing Date, of the employment of all employees listed transactions contemplated hereby. (e) Except as set forth on Schedule 3.19(a4.6.2, during the last three (3) “-------------- years no significant accident or injury to any employee has occurred at any of the Seller’s Employees,” and shall pay to 's or any Subsidiary's premises. (f) To the Knowledge of Seller’s Employees all wages, salaries, commissions no key employee (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up any licensed pharmacist, pharmacy assistant or physician) of any Subsidiary will voluntarily leave such Subsidiary or decline to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of continue employment, commences employment if offered, with Purchaser in connection with the sale of the Interests and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred Assets to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basishereunder. (bg) The Seller and Subsidiaries have made available to Purchaser shall all employment records for each employee. (h) To the Knowledge of Seller, no employee of any Subsidiary is subject to any no-compete, no-hire, non-solicitation or similar obligation pursuant to any employment or other agreement with any party which would prevent or limit such employee from performing any duty in furtherance of the businesses acquired by Purchaser hereunder following consummation of the transactions contemplated by this Agreement. (i) provide Schedule 4.6.2 contains a list of all licensed pharmacists, --------------- pharmacy assistants and physicians employed or engaged by or contracted with or by Seller or any Subsidiary, the type of license, all states or other governmental entities which have licensed each Transferred Employeesuch individual, for the one-year period ending on the first anniversary license number (if any), any employed physicians' DEA number and a list of the Closing Dateall correspondence known to Seller relating to any adverse actions against any such persons, a rate true, correct and complete copies of base pay that is no less than the rate of base pay set forth which are contained on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any--------

Employees. (ai) Seller shall terminateBuyer agrees to offer employment to all current employees of the Company on terms which, effective in the aggregate, are no less favorable to such employees as the terms of their respective employment by the Company immediately prior to the Closing Date. As of the Closing Date, or, if later, the date an employee returns from disability leave, leave related to workers' compensation or leave of absence, Buyer shall provide all former employees of the Company who accept employment with Buyer (the "New Employees") with a base salary which is no less than that provided by the Company to such employees and the same benefits that are provided by Buyer to similarly situated employees of Buyer. Buyer shall waive, or cause to be waived, all waiting periods for such New Employees under all employee welfare and benefit plans, to the extent permissible thereunder, in which the former employees of the Company are eligible to participate. Buyer agrees that it will provide vacation and severance benefits to all New Employees which are the same as those offered to similarly situated employees of Buyer and in connection therewith give credit to the total length of service each such New Employee had with the Company; provided that the severance benefits available to such employees shall include no less than two weeks of severance for each full year of service for any former employee of the Company with an aggregate of less than ten years of service with the Company and Buyer and no less than three weeks of severance for each full year of service for any former employee of the Company with an aggregate of ten years of more of service with the Company and Buyer; provided, further, however that the foregoing shall not be applicable to (A) employees who enter into written employment agreements with Buyer, (B) employees subject to any collective bargaining agreement assumed by Buyer or (C) employees who would not be eligible for severance under Buyer's standard employment policies because of the reasons for the employee's termination. Subject to the first sentence of this paragraph (b), Buyer makes 38 no commitment as to the continued employment of all the former employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up of the Company subsequent to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminateSchedule 3.11(a) accurately sets forth, effective with respect to each employee of TMRI as of the Closing Datedate of this Agreement who has been designated by the Syngenta Parties as being eligible to be a "Transferred Employee" pursuant to Article 9 (including any employee who is on a leave of absence or on layoff status) (such individuals, collectively, "TMRI Employees"): (i) the employment name and title of all employees listed on Schedule 3.19(asuch employee; (ii) “Seller’s Employees,” and shall pay to Seller’s Employees all the aggregate dollar amounts or target percentage payments of the compensation (including wages, salariessalary, commissions (if anycommissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to received by such employee from any of the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser Syngenta Parties or any of its their Affiliates ofwith respect to services performed through September 30, 2002 as well as such employee's target bonus for fiscal 2002); and (iii) such employee's annualized compensation as of the date of this Agreement. The parties hereto agree that the Syngenta Parties may modify Schedule 3.11(a) at any time prior to Closing by adding the names of additional employees of TMRI who are designated by the Syngenta Parties as being eligible to be a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “"Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis" pursuant to Article 9. (b) Purchaser shall (iSchedule 3.11(b) provide identifies each Transferred Employeeemployment contract or any union contract, for the one-year period ending on the first anniversary collective bargaining agreement or similar contract related to or covering any of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansTMRI Employees. (c) With respect Except as provided on Schedule 3.11(c), the employment of the TMRI Employees is terminable by the Syngenta Parties at will. (d) The Syngenta Parties have disclosed to Purchaser PlansDiversa any notice they have received from a TMRI Employee indicating such employee's intent to refuse to accept an offer of employment with Diversa for any reason, except to including because of the extent otherwise required consummation of the transactions contemplated by applicable lawthis Agreement. (e) To the Knowledge of Syngenta, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that no TMRI Employee is a medical party to or health planis bound by any confidentiality agreement, waivenoncompetition agreement or other contract (with any Person) that may have an adverse effect on the performance by such employee of any of his duties or responsibilities as an employee of the Syngenta Parties or as an employee of Diversa; provided that Diversa acknowledges that certain of the TMRI Employees have academic positions, scientific advisory board positions and other positions with Persons other than TMRI, and any such confidentiality agreement, noncompetition agreement or cause the waiver ofother contract relating to such position shall not be deemed to constitute a breach of this Section 3.11(e). All such TMRI Employees who have, anyto Syngenta's Knowledge, such positions, are listed on Schedule 3.11(e).

Employees. (a) Seller shall terminate, effective as As of the Closing Date, each of the individuals who is employed by Seller (other than the Stockholders) shall, without further action by any of the parties hereto, become employed by Purchaser (the "Transferred Employees"). From and after the Closing Date, Purchaser shall have the option to continue or terminate the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each take steps which are reasonable, in Purchaser's discretion, to make its Employee Benefit Plans and Benefit Arrangements available to the Transferred EmployeeEmployees, for the one-year period ending on the first anniversary of so that, from and after the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (can participate under such plans and arrangements to the same extent, and on the same terms and subject to the same restrictions and limitations, as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which comparable positions. Such Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs will receive credit for seniority and policies that are substantially similar in the aggregate to those services performed on behalf of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect Purchaser shall take all steps necessary in order for its tax qualified Section 401(k) plan to Purchaser Plansaccept a transfer all assets and liabilities from the American Realty Tax Services, except Inc. 401(k) Plan. 21 (d) Each Employee Benefit Plan and Benefit Arrangement of Purchaser, as applicable, shall be amended or otherwise modified so that no preexisting condition limitations or exclusions apply to any Transferred Employee or his or her family and so that each Transferred Employee receives full credit for any deductibles, copayments or annual or lifetime out-of-pocket expenditures that he or she has made under any of Seller's Plans or Seller's Benefit Arrangements prior to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyClosing Date.

Employees. (a) Prior to the Closing Date, Seller shall terminate(i) transfer or cause to be transferred to the 3DS Retained Business Entity each 3DS Retained Business Employee (ii) cause the termination of the employment of the Non-Continuing Employees with the Target Company or applicable Target Subsidiary in compliance with applicable Law. Purchaser shall, or shall cause one of its Affiliates to, offer employment to the 3DS-employed Business Employees and, effective as of the Closing Date, the employment of hire all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s 3DS-employed Business Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up who accept such offers. No later than 14 calendar days prior to the Closing DateDate (or such other period required by applicable Law), Purchaser or one of its Affiliates shall make written offers of employment to the 3DS-employed Business Employees employed in the United States. Xxxxxxxxx agrees to make an Such offers of employment shall specify the terms and conditions of the offer of employment, all of which shall be consistent with this Section 7.4. The offers of employment shall also specify that the 3DS-employed Business Employee has seven calendar days (or such other period required by applicable Law) from the date of the offer of employment to each of Seller’s Employees on accept or before reject the Closing Date; provided, however, that any offer of employment to(the “Consideration Period”). For each such 3DS-employed Business Employee who accepts Purchaser’s, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’Affiliate’s, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than during the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a)Consideration Period, and such employment shall have a principal place the commencement of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of or Purchaser’s standard employment requirements Affiliate shall be hereinafter referred to the Closing Date such that there shall be no break in service by the 3DS-employed Business Employee as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers result of employment shall be on an at-will basisthis transaction. (b) With respect to each Continuing Business Employee, Purchaser shall, and shall cause its Affiliates to (i) provide each Transferred Employee, for the onesix-year month period ending beginning on the first anniversary Closing Date provide Continuing Business Employees with not less than the same base salary or hourly wage rate and annual cash incentive compensation opportunity as provided to similarly situated employees of Purchaser; (ii) from and after the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansrecognize, programs and policies for all purposes (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits accrual under any a defined benefit pension plan or retiree medical plan for any purposes under any equity or other incentive compensation plan, program or agreement) under all plans, programs and arrangements established or maintained by the Purchaser or its Affiliates for the benefit of Purchaser that is frozen as of such Continuing Business Employees, service with the Target Company or a Target Subsidiary prior to the Closing Date(but only to the extent such service was actually recognized under the corresponding Business Benefit Plan covering such Continuing Business Employee), unless otherwise required by law or the terms except where it would result in a duplication of any such plan. If there are no similarly situated employees benefits; and (iii) provide that each Continuing Business Employee and eligible dependents shall be eligible to participate in a group health plan of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (without any limitation for pre-existing conditions, effective as a group) with employee benefit plansof the later of January 1, programs and policies that are substantially similar in 2021 or the aggregate to those first day of Seller, the month beginning after the month in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansClosing Date occurs. (c) With respect to Purchaser Plans, except Except to the extent otherwise required paid by applicable lawa Business Benefit Plan, Purchaser Seller shall use commercially reasonable efforts retain, perform and pay any and all Liabilities with respect to (i) with respect to each such Purchaser any Business Benefit Plan that is not sponsored or maintained by the Target Company or any Target Subsidiary, and (ii) the transfer and/or termination of employment of any employee pursuant to Section 7.4(a), above, including any such Liabilities under any Business Benefit Plan or Mandatory Benefit Plan. Notwithstanding the foregoing, the Liabilities described in the immediately preceding sentence shall not include any of items set forth on Annex C (Deductions). (d) No provision of this Section 7.4 shall create any third party beneficiary or other rights in any Business Employees or any other Person in respect of continued employment after the Closing, and no provision of this Section 7.4 shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any plan or arrangement that may be established by the Purchaser. No provision of this Agreement shall constitute a medical limitation on rights to amend, modify or health plan, waive, terminate after the Closing Date any such plans or arrangements of the Purchaser or any of its Affiliates. No provision of this Agreement shall cause the waiver of, anyany employee or other service provider to be a third party beneficiary of any rights herein.

Employees. (a) Seller shall terminate, effective as of No later than 11:59 p.m. Eastern time on the Closing Agreement Date, the employment Buyer shall provide Sellers a list of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s any Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees that Buyer would like to make an offer of employment (which shall include a majority of all Employees (the “Offered Employees”) and Buyer shall make commercially reasonable efforts to offer employment to all Offered Employees. Each Offered Employee who accepts such offer shall be deemed a “Transferred Employee”. Any such offer of employment will be effective as of the Closing Date (or, for Qualified Leave Employees, upon their return to work, but only if such return to work is within six (6) months following the Closing Date) and contingent upon the Closing, and with respect to each of the Transferred Employees who is then employed by Sellers, Buyer shall make commercially reasonable efforts to keep such employment at the same location, and provide the Transferred Employees, in the aggregate, with compensation and benefit terms (excluding defined benefit pensions, post-employment welfare benefits, equity and other long-term incentives, and retention and change in control payments (the “Excluded Benefits”)) that are not less favorable to the Transferred Employees than as in effect for such Transferred Employees immediately prior to the Closing, including the aggregate applicable base salary, base wage or hourly rate and other employee benefits among the Transferred Employees which are substantially comparable in the aggregate (excluding the Excluded Benefits). With respect to any employee benefit plan maintained by Buyer or an Affiliate of Buyer for the benefit of any Transferred Employee, effective as of the Closing, Buyer shall, or shall cause its Affiliates to, recognize all service of the Transferred Employees with Seller’s Employees on or before the Closing Date, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser service shall not be required recognized to provide the Transferred Employees with any benefits extent that (x) such recognition would result in a duplication of benefits, (y) such service was not recognized under the corresponding Seller Benefit Plan, or (z) for purposes of any defined benefit pension plan or retiree medical plan post-employment welfare benefits. To the extent permitted by Lxx, at a time mutually agreed by the Parties, Sellers shall deliver a notice, which, at the option of Purchaser that is frozen as Buyer, may be a joint notice by Bxxxx and Sellers, to each of the Transferred Employees in a form reasonably satisfactory to Buyer (i) informing such Transferred Employees about the sale of the Acquired Assets to Buyer, and (ii) terminating their employment with Sellers. Sellers shall permit Buyer to concurrently send a notice to each of the Transferred Employees in a form reasonably satisfactory to Sellers describing their offer of employment by Buyer, if any, and providing contact information for any questions. (b) By written notice to the Sellers no later than two (2) Business Days prior to the Closing Date, unless otherwise required the Buyer may assume the sponsorship of such Seller Benefit Plans as selected by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees Buyer (as a group) with employee benefit plansan “Assumed Plan”). With respect to each Assumed Plan, programs Sellers shall take all actions necessary to effect the transfer of such sponsorship and policies that are substantially similar in the aggregate all underlying trusts, insurance contracts and agreements of such Assumed Plan. With respect to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities ofeach Assumed Plan, the Benefit PlansBuyer shall be responsible for all liabilities accruing after the Closing (but, for the avoidance of doubt, the Sellers shall remain responsible for all liabilities accruing on or prior to the Closing). (c) With respect Seller shall provide Buyer such information as it reasonably requests to Purchaser Plans, except to effect the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyprovisions of this Section 6.12.

Employees. (a) Schedule 4.6.2 sets forth a list of all employees of the Seller shall terminateand Subsidiaries and as to each employee of Seller or any Subsidiary whose current compensation (salary and bonus) exceeds an annual rate of $25,000: his or her name, effective the Seller or Subsidiary he or she works for, the location of employment, the date on which he or she was hired, the basic weekly or hourly rate of pay (separately listing any bonus), such employee's accrued sick leave entitlement up to November 30, 1998, such employee's accrued vacation up to November 30, 1998, and all other benefits actually or contingently accruing to such employee as of November 30, 1998. Except as set forth on Schedule 4.6.2, neither Seller nor any Subsidiary has any obligation to pay severance to any employee under any circumstances, contingent or otherwise. (b) Schedule 4.6.2 sets forth as to each officer or other manager employed by Seller or any Subsidiary, the information described in subsection (a) above, as well as the current compensation rate (salary, bonus, commission or other) for each such person. (c) Except as set forth on Schedule 4.6.2, neither Seller nor any Subsidiary has entered into any written employment agreement or any other material written agreement with any employee, for a fixed term or otherwise. (d) Since the date of the Unaudited Balance Sheets, no raises have been withheld in contemplation of the Closing Date, of the employment of all employees listed transactions contemplated hereby. (e) Except as set forth on Schedule 3.19(a4.6.2, during the last three (3) “years no significant accident or injury to any employee has occurred at any of the Seller’s Employees,” and shall pay to 's or any Subsidiary's premises. (f) To the Knowledge of Seller’s Employees all wages, salaries, commissions no key employee (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up any licensed pharmacist, pharmacy assistant or physician) of any Subsidiary will voluntarily leave such Subsidiary or decline to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of continue employment, commences employment if offered, with Purchaser in connection with the sale of the Interests and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred Assets to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basishereunder. (bg) The Seller and Subsidiaries have made available to Purchaser shall all employment records for each employee. (h) To the Knowledge of Seller, no employee of any Subsidiary is subject to any no-compete, no-hire, non-solicitation or similar obligation pursuant to any employment or other agreement with any party which would prevent or limit such employee from performing any duty in furtherance of the businesses acquired by Purchaser hereunder following consummation of the transactions contemplated by this Agreement. (i) provide Schedule 4.6.2 contains a list of all licensed pharmacists, pharmacy assistants and physicians employed or engaged by or contracted with or by Seller or any Subsidiary, the type of license, all states or other governmental entities which have licensed each Transferred Employeesuch individual, for the one-year period ending on the first anniversary license number (if any), any employed physicians' DEA number and a list of the Closing Dateall correspondence known to Seller relating to any adverse actions against any such persons, a rate true, correct and complete copies of base pay that is no less than the rate of base pay set forth which are contained on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans4. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminate, effective Sellers have provided to Buyer a schedule that contains a complete and accurate list of all the Employees as of the Closing Datemost recent practicable date, as specified on such list, showing for each Employee the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” position held and shall pay to Seller’s Employees all wages, salaries, commissions (if any) annual base compensation and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to target bonus opportunity for the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before Sellers and the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its AffiliatesPlastiq Subsidiaries’, as applicable, standard employment requirementslast fiscal year, such Employee’s service recognized by such Seller or Plastiq Subsidiary for purposes of the Employee Benefit Plans (including service with predecessor employers, if applicable, and any prior unbridged service with any Seller, Plastiq Subsidiary or an Affiliate), and which collective bargaining unit, if any, represents such Employee. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee Except as set forth on Schedule 3.19(a3.5(a), none of the Employees are covered by any union, collective bargaining or other similar labor agreements. The Sellers have delivered to Purchaser a true, correct and such employment shall have a principal place complete copy of work that is at all collective bargaining agreements and other similar labor agreements covering Employees (including all amendments, side letters and similar documents relating thereto) (collectively, the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisCollective Bargaining Agreements”). (b) Purchaser shall Schedule 3.5(b)(i) contains a complete and accurate list of all material Employee Benefit Plans; provided, that Schedule 3.5(b)(i) need not identify any offer letter or employment agreement if such offer letter or employment agreement (i) relates to an Employee or other service provider who is not an officer or director of a Seller or Plastiq Subsidiary or (ii) does not provide any severance or notice period in excess of such period required by applicable Laws. With respect to each Transferred Employee, for the one-year period ending on the first anniversary of the Closing DateEmployee Benefit Plans identified on Schedule 3.5(b)(i), the Sellers have made available to the Buyer true and complete copies of the most recent summary plan description or, if no summary plan description exists, a rate written description of base pay all material terms and conditions of such Employee Benefit Plan. Each Employee Benefit Plan has been operated in material compliance with applicable Laws, including ERISA. Each Employee Benefit Plan which is a “pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”), and which is intended to be qualified under Section 401(a) of the IRC, has received a favorable determination letter from the IRS or has been established under a preapproved plan for which a favorable opinion letter from the IRS has been obtained by the plan sponsor, and there are no existing circumstances, and no events have occurred, that is no less could reasonably be expected to adversely affect the tax-qualified status of any Pension Plan or the related trust. With respect to each Pension Plan, the Sellers have delivered to Buyer a true, correct and complete copy of: (A) each writing constituting a part of such Pension Plan, including all plan documents, employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (B) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (C) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (D) the most recent annual financial report, if any; (E) the most recent actuarial report, if any; and (F) the most recent determination letter or opinion letter from the IRS. Except as disclosed on Schedule 3.5(b)(i), none of the Sellers or the Plastiq Subsidiaries have any obligations for retiree health, life or other welfare benefits under any Employee Benefit Plan (other than as required under Section 4980B of the rate IRC or Part 6 of base pay Title I of ERISA or other applicable Law) and Sellers have provided to Buyer a schedule that sets forth a complete and accurate list of the amounts payable to each such Person set forth on Schedule 3.19(a3.5(b)(i). None of the Sellers, Plastiq Subsidiaries nor any trade or business that, together with any Seller or Plastiq Subsidiary, would be deemed to be a single employer within the meaning of Section 414(b), (c), (m) with or (o) of the IRC or Section 4001(b)(1) of ERISA, maintains, contributes to, or sponsors (or has in the past six years maintained, contributed to or sponsored) or otherwise has any Liability in respect to such Transferred Employee and (ii) provide such Transferred Employees of, a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs plan subject to Title IV of Section 302 of ERISA or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as Section 412 of the Closing DateIRC. Schedule 3.5(b)(iii) sets forth a complete list of employees that would be entitled to receive compensation or benefit payments and amounts as a result of the consummation of the Contemplated Transactions by any officer, unless otherwise required by law director, Employee, former employee or the terms independent contractor of any Seller or Plastiq Subsidiary and Sellers have provided to Buyer a schedule that sets forth a complete and accurate list of the amounts payable to each such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansPerson. (c) There is not presently pending or existing, and to the Sellers’ Knowledge, there is not threatened, (i) any strike, slowdown, picketing or work stoppage, or (ii) any application for certification of a collective bargaining agent. With respect to Purchaser Plansthe Business: (A) no labor organization or group of employees of any Seller or Plastiq Subsidiary has made a pending demand for recognition or certification, except and there are and have been no representation or certification proceedings or petitions seeking a representation proceeding, with the National Labor Relations Board or any other labor relations tribunal or authority, nor have any such demands, proceedings or petitions been brought or filed or threatened to be brought or filed within the extent otherwise required by applicable lawpast three (3) years; (B) there are not now, Purchaser shall use commercially reasonable efforts to nor have there been at any time within the last three (i3) with respect to each such Purchaser Plan that is a medical years, any actual or health planthreatened organizing activities, waivestrikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or cause the waiver ofother material labor disputes against or involving any Seller or Plastiq Subsidiary; and (C) each Plastiq Company is in compliance in all material respects with all Collective Bargaining Agreements and with all applicable Laws respecting employment and employment practices, anyterms and conditions of employment, wages and hours and occupational safety and health.

Employees. (a) No later than five (5) days prior to the Closing Date, Purchaser shall offer employment, in writing, to each of the employees of the 35 Business listed on Schedule 4.10 (the "Affected Employees") on substantially similar terms and conditions as the terms and conditions of similarly situated employees of Purchaser. Affected Employees who accept the foregoing offer of employment with Purchaser and are employed by Purchaser immediately after the Closing shall be referred to as "Transferred Employees". Notwithstanding anything in this Agreement to the contrary, Purchaser shall be responsible for payment of any severance costs or payments arising in connection with the termination of employment of any Affected or Transferred Employee who does not accept Purchaser's offer of employment or is terminated by Seller shall terminate, effective on the Closing Date or by Purchaser on or after the Closing Date pursuant to the Seller's severance plan described on Schedule 4.10. (b) Effective as of the Closing Date, Purchaser shall provide the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Transferred Employees all wages, salaries, commissions (if any) and bonuses with employee benefits which are due substantially similar to themthose provided to similarly situated employees of Purchaser. Such benefits shall be provided either under new or existing employee benefit plans and arrangements established by Purchaser or any Affiliate of Purchaser for the Transferred Employees (individually, includinga "Purchaser's Plan and collectively, without limitation, the "Purchaser's Plans"). Each Transferred Employee shall be given service credit under the Purchaser's Plans for all unused Paid Time Off as defined under Seller’s policies accrued up service prior to the Closing Date. Xxxxxxxxx agrees Date with Seller or its subsidiaries for purposes of: (i) determining eligibility and vesting but not for purposes of benefit accrual under the Purchaser's Plans that are intended to make an offer meet the requirements of employment Code Section 401(a); (ii) satisfying any waiting periods under the Purchaser's Plans that provide health care benefits, group term life insurance or disability insurance; (iii) determining severance pay benefits and, subject to Section 4.10(g) below with respect to calendar year 2004, available vacation days under the respective Purchaser's Plan that provides such benefits. (c) Purchaser will provide each Transferred Employee with credit for any co-payments and deductibles paid under the Seller's Plans that contain health care benefits for purposes of Seller’s Employees on satisfying any applicable deductible or before out-of-pocket requirements under the Purchaser's Plans that contain health care benefits for the Purchaser's Plan year that includes the Closing Date; provided, however, such co-payments and deductibles were paid during the Seller's Plan year that any offer of employment to, includes the Closing Date and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject were paid prior to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisClosing Date. (bd) Immediately prior to the Closing, Seller shall cause the account balances and accrued benefits of the Transferred Employees in each Plan that is intended to meet the requirements of Code Section 401(a) to be fully vested. (e) Purchaser shall only be responsible for providing the notices and making available the health care continuation coverage required by COBRA for Transferred Employees and their respective covered dependents, whose qualifying events (ias defined in Code Section 4980B) provide each Transferred Employee, for the one-year period ending occur on the first anniversary of or after the Closing Date. (f) As soon as practicable after the Closing, Seller will provide Purchaser with such employee information and census data as is reasonably necessary for Purchaser to comply with its obligations under this Agreement and the Purchaser's Plans. (g) For calendar year 2004, Purchaser shall credit each Transferred Employee with a rate number of base pay that is no less than vacation days equal to the rate number of base pay set forth on Schedule 3.19(a) with respect to vacation days such Transferred Employee had earned under the vacation pay policy of Seller for calendar year 2004 which remain unused and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen unpaid as of the Closing Date. The vacation days so credited may be used by Transferred Employees during calendar year 2004 under Purchaser's general vacation policies, unless otherwise required by law or the terms of any such plansubject to applicable law. If there are no From and after December 31, 2004, Transferred Employees will be granted vacation days in accordance with Purchaser's general vacation policy applicable to similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. 1. A listing of the employment contracts, together with up-to-date information on the salary and any pension and other benefits of such employees, of (a) Seller shall terminate, effective the Transferred Employees is attached hereto as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” Appendix 7 and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) of Xxx Xxx is attached hereto as Appendix 7a. Copies of the employment contracts listed in Appendix 7 that have been disclosed to the Purchaser shall (i) provide as part of its due diligence review prior to the signing of this Agreement are true, complete and current on the date hereof. There are no pension benefits, bonus schemes, deferred compensation agreements, incentive programs or similar arrangements with respect to any Transferred Employees or Xxx Xxx in excess of those provided by the relevant mandatory Laws or collective bargaining agreements, except as set out in Appendix 7 and Appendix 7a. The Sellers have, in respect of each Transferred Employee, complied with all obligations imposed on them by the employment contract of the Transferred Employee, or by any applicable mandatory Law or collective agreement. All salaries, bonus and other amounts due to be paid to the Employees on or prior to the Transfer Date have been paid when due. The Sellers have, at all times, fully paid all contributions for pension liabilities when due. 2. Each of the one-year period ending Transferred Employees works mainly (as the concept is determined under Finnish law) within the scope of the EL Business on the first anniversary Transfer Date. No former employee of the Closing DateSellers has the priority to be re-employed in the EL Business. 3. Except as set out in Appendix 17, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) Sellers are not party to or bound by any collective agreements with respect to such the Transferring Employees or Xxx Xxx. 4. No material occupational health or occupational safety related occurrences or material work place accidents have taken place prior to the Transfer Date that after Transfer Date will lead to any additional liabilities to the Purchaser. 5. No Transferred Employee and (ii) provide such has given Sellers notice of the termination of his or her employment with Sellers. 6. There are no pending or, to Sellers Knowledge, threatened claims or labour litigation in respect of the Transferred Employees (Employees. All negotiations or other actions required to be conducted by Sellers with any trade union under a collective bargaining agreement or otherwise or any worker’s representative required in connection with or as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as result of the Closing transaction contemplated by this Agreement have been completed by Sellers prior to the Transfer Date, unless otherwise required by law . The Sellers have not engaged in any lock-outs or been the terms object of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) strikes with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyTransferred Employees.

Employees. (a) Seller For a period of two (2) years from the date of this Agreement, Buyer shall terminatenot, effective as without the prior written consent of the Closing DateSeller, the solicit for employment of all employees listed on Schedule 3.19(a) “or induce or attempt to induce to leave Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make or an offer of employment to each affiliate of Seller’s Employees on employ, any employees of Seller or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a affiliates staffed in Seller’s Employee are subject Indianapolis headquarters or at any other television station owned by Seller or its affiliates (other than general solicitations not directed solely to all of Purchaser’s and its Affiliates’any such employees). (b) If the Stations include any stations identified in Section 1.3(c) or 1.3(d), as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee then any shared employees shall include base pay no less than the base pay payable to such Seller’s Employee be allocated as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility1.3. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with With respect to such Transferred Employee shared employees, the terms of this Section 5.7 shall apply only to those who are allocated to Buyer pursuant to Schedule 1.3, and (ii) provide such Transferred Employees (as a group) during their Buyer shall not solicit for employment with Purchaser with employee benefit plans, programs and policies those who are not allocated to Buyer (other than equity-based plans, programs or policies) that are substantially similar in the aggregate general solicitations not directed solely to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”employees). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) Seller has provided Buyer a list showing employee positions and annualized pay rates for employees of the Stations. Except as provided by Section 5.7(b), Buyer shall offer employment to all persons employed by Seller immediately prior to Closing (or commencement of the LMA, as applicable) (including any hired after the date hereof in the ordinary course of business or in connection with any bifurcation of operations contemplated by Schedule 1.3) upon substantially the same terms and conditions and with substantially the same duties and benefits as in effect immediately preceding the Closing, including but not limited to wages, salaries, commission rate (if applicable) and target bonuses (all determined on a cash basis before taking into account Seller’s stock compensation program). With respect to Purchaser Planseach employee who accepts such offer (collectively, except to the extent otherwise required by applicable law“Transferred Employees”), Purchaser at Closing employment with Seller shall use commercially reasonable efforts to terminate and employment with Buyer shall commence, and Buyer shall retain each such employee on such terms for a period of not less than one (i1) year after Closing, unless terminated for cause. Without limiting the foregoing, with respect to any Transferred Employee, Buyer shall be responsible for any applicable severance in accordance with Seller’s severance policy (a copy of which has been provided to Buyer). (d) With respect to Transferred Employees, Seller shall be responsible for all compensation and benefits arising prior to the Effective Time, and Buyer shall be responsible for all compensation and benefits arising after the Effective Time. Notwithstanding anything herein to the contrary, Buyer shall grant credit to each Transferred Employee for all unused vacation accrued as of the Effective Time as an employee of Seller, and Buyer shall assume and discharge Seller’s obligation to provide such Purchaser Plan leave to such employees (such obligations being a part of the Assumed Obligations). (e) Buyer shall permit Transferred Employees (and their spouses and dependents) to participate in its “employee welfare benefit plans” (including without limitation health insurance plans) and “employee pension benefit plans” (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate, with coverage effective immediately upon Closing (and without exclusion from coverage on account of any pre-existing condition), with service with Seller deemed service with the Buyer for purposes of any length of service requirements, waiting periods, vesting periods and differential benefits based on length of service, and with credit under any welfare benefit plan for any deductibles or co-payments paid for the current plan year under any plan maintained by Seller. (f) Buyer shall also permit each Transferred Employee who participates in the Seller’s 401(k) plan to elect to make direct rollovers of their account balances into the Buyer’s 401(k) plan as of Closing, including the direct rollover of any outstanding loan balances such that is a medical or health they will continue to make payments under the terms of such loans under the Buyer’s 401(k) plan, waive, or cause subject to compliance with applicable law and subject to the waiver of, anyreasonable requirements of Buyer’s 401(k) plan.

Employees. (a) Seller shall terminateThe Due Diligence Materials contain a true, effective correct and complete list, with respect to each Acquired Company and Acquired Subsidiary, of all officers and key managerial level employees (in the case of key managerial level employees, only those employees who individually earn cash compensation of at least $100,000 on an annualized basis) (the “Key Management Employees”) of such Acquired Company and Acquired Subsidiary, specifying as of the Closing DateOctober 31, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’2011, as applicable, standard employment requirementstheir position, country of residence, current salary or wage rates, and, with respect to 2010, total cash compensation for such year (only with respect to those employees who individually earned cash compensation of at least $50,000 in 2010) and a list of all members of the boards of directors, boards of managers or similar governing bodies (as applicable) of each of the Acquired Companies and the Acquired Subsidiaries. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee Except as set forth on Schedule 3.19(a3.14(a) attached to the Company Information Letter, and other than with respect to any Collective Bargaining Agreements (as defined below) or any employee benefit plans maintained, established, sponsored or contributed to pursuant to a Collective Bargaining Agreement (the “Union Plans”), and such employment shall have no Acquired Company or Acquired Subsidiary is a principal place party to or bound by any contracts, consulting agreements or termination or severance agreements in respect of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employmentany officer, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Key Management Employee, offers individual consultant or individual independent contractor of employment shall the Acquired Companies or the Acquired Subsidiaries, in each case, involving amounts in excess of $50,000, which contract or agreement may not be terminated by the applicable Acquired Company or Acquired Subsidiary on an at-will basisless than sixty (60) days’ notice without material cost to any Acquired Company or Acquired Subsidiary. (b) Purchaser shall Schedule 3.14(b) attached to the Company Information Letter contains a list of all collective bargaining agreements governing the terms and conditions of employment of employees of the Acquired Companies and the Acquired Subsidiaries (the “Collective Bargaining Agreements”), true, correct and complete copies of which have heretofore been made available in the Due Diligence Materials. Except as described in Schedule 3.14(b) attached to the Company Information Letter, and except as would not, individually or in the aggregate, have a Seller Material Adverse Effect, (i) provide each Transferred Employeethere has been no work stoppage due to labor disagreements experienced by any Acquired Company or any Acquired Subsidiary in the past twelve (12) months; (ii) no written notice has been received by any Acquired Company or Acquired Subsidiary from any Governmental Authority in the past twelve (12) months expressly alleging or claiming any unfair labor practice or filing a complaint against any Acquired Company or any Acquired Subsidiary, for which is currently pending before any Governmental Authority with respect to the one-year period ending on the first anniversary employees of the Closing Date, a rate of base pay that Acquired Companies or the Acquired Subsidiaries; (iii) no arbitration proceeding arising under any Collective Bargaining Agreement (other than proceedings arising in connection with individual employee grievance procedures) is pending against any Acquired Company or any Acquired Subsidiary; and (iv) there is no less than labor strike, slowdown, work stoppage, lockout, arbitration, grievance or other labor dispute involving any of the rate employees of base pay any Acquired Company or any Acquired Subsidiary actually pending or threatened in writing against any Acquired Company or Acquired Subsidiary. No Acquired Company or Acquired Subsidiary is engaged in any unfair labor practice, except as would not have a Seller Material Adverse Effect. Except as set forth on Schedule 3.19(a3.14(b) with respect attached to such Transferred Employee the Company Information Letter, each Acquired Company and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit planseach Acquired Subsidiary is, programs and policies (other than equity-based planssince January 1, programs or policies) that are substantially similar in the aggregate to those employee benefit plans2009, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Sellerhas been, in which case Seller hereby agrees to provide Purchaser, upon written request, compliance with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except all Applicable Laws relating to the extent otherwise required by applicable lawemployment of employees, Purchaser shall use commercially reasonable efforts including all such Applicable Laws relating to (i) with respect to each such Purchaser Plan wages, hours, social security obligations, “mass layoff” or “plant closing” laws, collective bargaining, employment discrimination, occupational health and safety, workers’ compensation, immigration and worker classification; except for any non-compliance that is would not have a medical or health plan, waive, or cause the waiver of, anySeller Material Adverse Effect.

Employees. 6.6.1. From the date hereof through and prior to the Closing, Buyer will use its best commercial efforts to offer, subject to Closing, employment to certain of Seller's employees, as determined by Buyer, on terms of employment relating to base salary, automobile, social benefits, and commissions as set forth on Schedule 6.6.1 (a) Seller but not including annual bonuses, early termination notice periods, and the level of options granted to such employee at Seller. Prior to the Closing, Buyer shall terminateallocate to each such employee offered employment pursuant to the prior sentence an allocation of options pursuant to Buyer's share option plan in the amounts which shall be set forth on Schedule 6.6.1(b), effective as and in the aggregate 130,000 options (including, for the avoidance of doubt, those allocated to the Chief Executive Officer of Seller) to purchase Buyer's ordinary shares. No later than 5 business days prior to the Closing Date, Buyer shall deliver to Seller a list of all the employees who shall have accepted the offer of employment. 6.6.2. Immediately prior to the Closing, (i) the employment of all employees listed on Schedule 3.19(athe Transferred Employees (as defined below) “will be terminated by Seller’s Employees,” ; and (ii) Seller shall pay or transfer to Seller’s each of the Transferred Employees any and all wages, salaries, commissions sums due and payable to such employees in connection with (if anyA) the employment of the Transferred Employees up to and bonuses which are due to themincluding the Closing Date and (B) the termination of their employment, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer salaries, benefits, retention bonus(es), vacation pay, advance notice of employment to each of Seller’s Employees on or before the Closing Date; providedtermination, howevermanagers' insurance policies, that any offer of employment toemployer's social security matching funds, workman's compensation payments, education funds, pension funds, xxxxxxxnt funds, severance pay funds, and any employment by Purchaser or other funds to which any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that Transferred Employees is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of entitled until the Closing Date, a rate in accordance with any Law, custom or the personal employment contract. Each individual who accepts Buyer's offer of base pay that is no less than employment and executes and delivers (i) an employment agreement with Buyer in the rate form of base pay set forth on Schedule 3.19(a6.6.2 (a) with respect or any other form acceptable to such Transferred Employee Buyer; and (ii) provide such Transferred Employees (as a group) during their employment release and waiver addressed to both the Seller and the Buyer of any rights he or she may have under any agreement with Purchaser with employee benefit plansSeller, programs agreeing to the termination thereof and policies (other than equity-based plans, programs or policies) that are substantially similar in confirming the aggregate receipt of all funds due and payable to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time them for the benefit period of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after employment preceding the Closing Date and in connection with his or her termination, in the form of Schedule 6.6.2(b), shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (herein as a group) with employee benefit plans"Transferred Employee". 6.6.3. Without derogating from the generality of Section 6.6.2 above, programs and policies that are substantially similar in the aggregate Buyer has offered employment to those Mr. Eilon Ginsburg, Chief Executive Officer of Seller, in which case Seller hereby agrees accordance xxxx xxx xxxxx that have been disclosed to provide PurchaserSeller. 6.6.4. Notwithstanding any confidentiality, upon written requestnon-compete or intellectual property ownership obligations of any Transferred Employee to Seller, with or any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities ofAffiliate thereof, the Benefit PlansTransferred Employees shall be permitted to engage in the Business on behalf of Buyer. 6.6.5. At the Closing, Seller shall deposit with the Escrow Agent, in escrow, US$ 150,000 (c) With respect to Purchaser Plansthe "Retention Amount"), except which shall be allocated among those employees who are Transferred Employee, pursuant to the extent otherwise required by applicable lawterms of the Escrow Agreement. All sums remaining after the payment of the Retention Amount to the Transferred Employees, Purchaser as provided in the previous sentence, shall use commercially reasonable efforts be returned to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anySeller.

Employees. (a) Prior to the Closing Date, Buyer will offer employment to all of the Transferred Employees, subject to Buyer’s satisfaction with the results of pre-employment procedures (including background checks), with such employment commencing on the Closing Date. Except as otherwise expressly agreed in writing by Buyer, Buyer’s employment of any such personnel shall be on an “at-will” basis and shall be on such other terms and conditions of employment as Buyer shall offer in its sole discretion. (b) All Transferred Employees shall be eligible to participate without a waiting period in benefit plans and other fringe benefits which are offered by Buyer to its employees in comparable positions. Where applicable, Buyer shall credit such Transferred Employees for their length of service with Seller and its Affiliates for all purposes under each employee benefit and fringe benefit plan to be provided by Buyer to such Transferred Employees. For purposes of this Section 7.13, “employee benefit plans and other fringe benefits” means health insurance benefits (medical and dental) and 401(k) eligibility. (c) Seller shall terminatebe solely responsible for any and all Liabilities accruing up until the Closing in respect of personnel of the Origination Business, effective including the Transferred Employees, and their beneficiaries and dependents, relating to or arising out of or in connection with (i) the employment or resignation or termination of employment of any personnel of the Origination Business by Seller or such employees, as applicable (including in connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation under, any employee benefit plans, programs, policies and arrangements of Seller and its Affiliates (the “Plans”) prior to and as of the Closing Date, the employment of all employees listed on Schedule 3.19(aand (iii) “Seller’s Employees,” and shall pay to Seller’s Employees all accrued but unpaid salaries, wages, salariesbonuses, commissions incentive compensation, commissions, vacation or sick pay or other compensation or payroll items, if any (if anyincluding deferred compensation) as of the Closing. Seller shall be solely responsible for meeting and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined Buyer shall have no liability in respect of any obligations under Seller’s policies accrued up to Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Closing Date. Xxxxxxxxx agrees to make an offer Code in respect of employment to each of Seller’s Employees on or personnel who incur a “qualifying event” before the Closing DateDate or as a result of the transactions contemplated hereby. Buyer shall not at any time assume any Liability for the benefits of any active or any terminated, vested or retired participants in any Plans of Seller and its Affiliates. Seller shall not at any time assume any Liability for the benefits of any active or any terminated, vested or retired participants in any Plans of Buyer and its Affiliates. (d) Buyer shall have no obligation to pay any retirement, severance, deferred compensation, incentive, stock option, vacation, bonus, unemployment, partnership or other payments, distributions or benefits that the Transferred Employees or any other person may have accrued prior to the Closing Date as a director, officer, personnel, independent contractor, agent, or other representative of Seller or otherwise. (e) Nothing in this Section 7.13, expressed or implied, shall confer upon any director, officer, personnel or former director, officer or personnel of Seller or its Affiliates (including the Transferred Employees and other personnel of the Origination Business) 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 Section 7.13. It is expressly agreed that the provisions of this Section 7.13 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including any Transferred Employees or other personnel of the Origination Business. (f) As of the Closing for the benefit of Buyer only, Seller shall waive any and all contractual, common law or other restrictive covenants enforceable by Seller or its Affiliates against the Transferred Employees in respect of their conduct in the service of Buyer after their termination of employment with Seller to the extent any such restrictions are more restrictive than those applicable to Buyer hereunder; provided, however, that the foregoing shall not affect any offer of employment tocontractual, and any employment common law or other restrictive covenants enforceable by Purchaser Seller or any of its Affiliates of, a Seller’s Employee are subject against the Transferred Employees to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisany other extent. (bg) Purchaser Seller shall retain the responsibility for payment of all medical, dental, health and disability claims, including workers’ compensation claims, incurred by any employee of the Origination Business, including each Transferred Employees, prior to the Closing Date (whether or not filed on or after the Closing Date) and Buyer shall not assume any Liability with respect to such claims. Buyer agrees that any pre-existing condition clause in any of Buyer’s health or disability insurance policies shall not be applicable to Transferred Employees, provided such Transferred Employee is enrolled in the health and disability Plans of the Seller and its Affiliates as of the Closing and that such pre-existing condition clause would not have limited the Transferred Employee under the applicable Plans of Seller. At or after the Closing, all medical, dental, health and disability claims, including workers’ compensation claims, incurred by Transferred Employees shall be determined under Buyer’s benefit plans. (h) Buyer shall be solely responsible for any and all Liabilities accruing from and after the Closing Date in respect of the Transferred Employees, and their beneficiaries and dependents, to the extent relating to or arising out of or in connection with (i) provide each the employment or resignation or termination of employment of any Transferred EmployeeEmployees by Buyer or such employees, for as applicable (including in connection with the one-year period ending on consummation of the first anniversary of transactions contemplated by this Agreement) from and after the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation under, any employee benefit plans, programs programs, policies and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs arrangements of Buyer and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate and after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law and (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, commissions, vacation or sick pay or other compensation or payroll items, if any (including deferred compensation) from and after the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansClosing. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminaterelease those Business Employees who accept Buyer's offer of employment and are hired by Buyer on the Closing Date in connection with the transactions contemplated by this Agreement ("Hired Employees") from their obligations under any non-competition or confidentiality agreement in favor of Seller, effective to the extent necessary to allow them to be employed by Buyer. Nothing contained herein shall require (or be deemed to require) Buyer to continue after the Closing Date (i) the employment of any Hired Employee after the Closing or (ii) the salary or benefits paid or provided to any such employee. ASSET PURCHASE AGREEMENT (b) On the Closing Date, Seller shall pay all current liabilities owing as of the Closing DateDate to Hired Employees, the employment of including all employees listed on Schedule 3.19(a) “Seller’s Employees,” Liabilities contemplated by Sections 2.4.5 and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans2.4.6. (c) With respect Seller agrees and acknowledges that it or another member of its Selling Group shall continue to Purchaser Plansoffer a group health plan to employees after the Closing Date, except which group health plan shall not be terminated in connection with the transactions contemplated in or by this Agreement (within the meaning of Treasury Regulation Section 54.4980B-9, Q&A-8(c)), and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage in accordance with COBRA, to the extent otherwise required by applicable lawthose individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Purchaser shall use commercially reasonable efforts to (iQ&A-4(a)) with respect to each such Purchaser Plan that is a medical or health planthe transactions contemplated by this Agreement (collectively, waivethe "M&A Qualified Beneficiaries"). Seller and the Selling Group shall indemnify, defend and hold harmless Buyer and the buying group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(b)) for, from and against any and all Losses relating to, arising out of, or cause resulting from any and all COBRA obligations, liabilities and claims related to M&A Qualified Beneficiaries. Seller and the waiver ofSelling Group further agree and acknowledge that in the event that the Selling Group ceases to provide any group health plan to any employee prior to the expiration of the continuation coverage period for all M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, anyQ&A-8(c)), then Seller or a member of the Selling Group shall provide Buyer with (i) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and in any event, at least thirty (30) days prior to such cessation), and (ii) all information necessary or appropriate to enable Buyer to offer continuation coverage to such M&A Qualified Beneficiaries if Buyer determines it is legally obligated to do so. (d) Nothing in this Section 7.2 shall (i) be treated as an amendment of any Employee Benefit Plan (or an undertaking to amend any such plan), (ii) prohibit Seller or Buyer from amending, modifying or terminating any Employee Benefit Plan or any Buyer employee benefit plan after the Closing Date, nor (iii) confer any rights or benefits on any Business Employee, Hired Employee or any other person other than Buyer and Seller.

Employees. (a) Seller shall terminateEach Transferor has provided to the Transferee a written list of those employees primarily rendering services in connection with the Assets (the "Business Employees"), effective and identified on such list those of such Transferor's Business Employees such Transferor desired to retain as an employee after the date hereof ("Retained Employees"). Each Transferee provided to the Transferor a written list of those Business Employees, other than Retained Employees, of the Transferor that the Transferee desired to employ (or have a Comcast LLC employ) as of the Closing Datedate hereof (the "Adelphia Designated Employees," in the case of the Adelphia Parties as Transferors, and the "Comcast Designated Employees," in the case of the Comcast Parties as Transferors, and together the "Designated Employees"). As of the date hereof, the employment Comcast LLCs have no employees, other than Comcast Designated Employees. Effective as of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wagesthe date hereof, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer Comcast Parties have extended offers of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment toAdelphia Designated Employees, and any employment by Purchaser or any the Comcast LLCs, at the direction of its Affiliates ofAdelphia, a Seller’s Employee are subject have extended offers to all each of Purchaser’s and its Affiliates’the Comcast Designated Employees, as applicable, standard employment requirementsin accordance with the following provisions. Each offer Transferor has cooperated in all reasonable respects with Transferee to allow Transferee to evaluate and interview employees other than Retained Employees in order to make hiring decisions. Each Transferor has permitted Transferee, at Transferee's cost, to conduct pre-employment physical examinations (including drug-screening tests) and other appropriate pre-hire investigations of employment to a Seller’s Employee shall include base pay no less such of the Transferor's Business Employees (other than Retained Employees) that the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a)Transferee has designated, and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such each Transferor has permitted Transferee to make any offer of employment, commences employment with Purchaser or continuing employment, to any Designated Employee of Transferor conditional upon Transferee's receipt, review and satisfactorily completes all approval of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser the results of such pre-hire examinations and a Transferred Employee, offers investigations; provided that no such offer of employment shall be have been effective until the date hereof. Transferee represents and agrees on an at-behalf of itself and its Affiliates that it has not solicited and will basisnot solicit, between the date hereof and the first anniversary of the date hereof, the performance of services by any Retained Employee of the Transferor; provided that this clause shall not prevent Transferee from hiring any Retained Employee as a result of placing general advertisements in trade journals, newspapers or similar publications which are not directed at Transferor, its Affiliates or the Retained Employees. (b) Purchaser shall (i) provide each Transferred EmployeeAll claims and obligations under, for the one-year period ending on the first anniversary of the Closing Datepursuant to or in connection with any welfare, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with medical, insurance, disability or other employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser plans of Transferor or its Affiliates from time to time for the benefit of similarly situated or arising under any Legal Requirement affecting employees of Purchaser Transferor or its Affiliates (any incurred through and including the date hereof will remain the responsibility of Transferor, whether or not such employee benefit plans, programs employees have been or policies of Purchaser are employed by Transferee or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter asdate hereof. Except as expressly provided in this Section 3.01, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall Transferee will not be required to provide the Transferred Employees have or assume any obligation or liability under or in connection with any benefits under any defined benefit pension such plan maintained by Transferor or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Transferor's Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With Except as expressly provided in this Section 3.01, Transferor will remain solely responsible for, and will indemnify and hold harmless Transferee from and against, all Losses arising from or with respect to, all salaries, phantom awards and stock incentive and all severance, vacation, medical, sick, holiday, continuation coverage and other compensation or benefits to Purchaser Planswhich Transferor's or its Affiliates' employees may be entitled (including "sticking" or "staying" bonuses), whether or not such employees have been or are employed by Transferee or its Affiliates after the date hereof, as a result of their employment by Transferor or its Affiliates, the termination of their employment by Transferor or its Affiliates, the consummation of the transactions effected hereby or pursuant to any applicable Legal Requirement (including without limitation the Worker Adjustment Retraining and Notification Act) or otherwise relating to their employment by Transferor or its Affiliates. All such salaries, compensation or benefit obligations of a Transferor or its Affiliates, except as expressly provided in this Section 3.01, are referred to herein as the "Retained Employee Benefits." (d) Notwithstanding anything to the contrary in this Section 3.01, each Transferee and its Affiliates will, effective as of January 1, 2001: (i) permit those Designated Employees of the Transferor or its Affiliates who become Transferee's or its Affiliates' employees pursuant to this Section 3.01 (the "Hired Employees") and the Hired Employees' dependents, to participate in Transferee's and its Affiliates' employee benefit plans to the same extent as similarly situated employees of Transferee and its Affiliates and their dependents; provided that nothing in this Agreement shall limit or affect Transferee's or its Affiliates' right to limit or alter future participation by Hired Employees in Transferee's or its Affiliates' employee benefit plans; (ii) give each Hired Employee credit for his or her past service with Transferor or its Affiliates (including past service with any prior owner or operator of a System) for purposes of eligibility to participate, benefit eligibility and vesting under its employee benefit and other plans, as well as for all purposes under any post-retirement medical or life insurance benefit plan maintained by Transferee or its Affiliates, to the extent such service was credited under the corresponding plan or plans maintained by Transferor or its Affiliates; (iii) not subject any Hired Employee to any limitations regarding benefits for pre-existing conditions (except to the extent otherwise required applicable under the corresponding benefit plan of Transferor or its Affiliates prior to the date hereof); (iv) give each Hired Employee credit for accrued vacation time to the same extent as Transferee's and its Affiliates' similarly situated employees (taking into account such Hired Employee's past service with Transferor or its Affiliates (including past service with any prior owner or operator of a System)); provided that Transferor or its Affiliates shall pay to such Hired Employee, promptly after the date hereof, an amount equal to the excess, if any, of the value of the vacation time credited to such Hired Employee by applicable lawTransferee or its Affiliates as of January 1, Purchaser 2001, over the vacation time that would have been accrued by such employee as of January 1, 2001, as an employee of Transferor or its Affiliates, had the transactions contemplated herein not occurred; and (e) Adelphia or its Affiliates shall use commercially reasonable efforts to (i) with respect promptly pay to each such Purchaser Plan that Adelphia Designated Employee who is a Hired Employee the value of such Hired Employee's accrued sick days as of December 31, 2000, which could have been carried over under Adelphia's sick day policy to subsequent years had the transactions contemplated herein not occurred. (f) Transferor will retain full responsibility and liability for offering and providing "continuation coverage" of any "qualified beneficiary" who was, immediately prior to the date hereof, covered by a "group health plan" sponsored or contributed to by Transferor or its Affiliates and who has experienced a "qualifying event" or is receiving "continuation coverage" through and including the date hereof. Transferee and its Affiliates have not taken and will not take any actions that would alter its medical or health plandental plans from the provisions in effect immediately prior to the date hereof in a manner that would provide incentive for Hired Employees to elect continuation coverage under Transferor's or its Affiliates' medical or dental plans in lieu of coverage under its medical or dental plans, waive, or cause unless such modifications will apply equally to the waiver of, anyHired Employees and other employees covered by Transferee's and its Affiliates' medical and dental

Employees. Purchaser agrees: --------- (a) Seller shall terminate, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each those certain employees of Seller’s Employees Seller listed Schedule 6.10 hereto (the "Offered Employees"). Schedule 6.10 shall not ------------- ----------------- ------------- be amended from the date hereof except to add other employees of Seller to Schedule 6.10 on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser expiration or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary termination of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Transition ------------- Agreement Notwithstanding the foregoing, Purchaser shall not be required to provide offer or continue to offer employment to Offered Employees on authorized medical leaves of absence on the Transferred Closing Date (i) where the Offered Employee's expected date of return as of the Closing Date is more than six (6) months after the Closing Date; and (ii) in the case of an Offered Employee whose expected date of return as of the Closing Date is not more than six (6) months after the Closing Date, until such Offered Employee is released by his/her medical provider to return to work and the Offered Employee's actual return-to-work date is not more than six (6) months after the Closing Date; (b) within one week from the date hereof to make offers (each, an "Offer") to the Offered Employees with any benefits under any defined benefit pension plan the titles, job descriptions and ----- responsibilities and at the salaries set forth on Schedule 6.10 hereto. Each ------------- such Offer shall be contingent upon the Offered Employees' completion of Purchaser's customary new-hire paperwork (including, but not limited to, the application for employment and consent for background information screening), and receipt by Purchaser of satisfactory results from its background screening efforts. Each such Offer shall require acceptance or retiree medical plan rejection of Purchaser that is frozen the Offer by the Offered Employees within seven (7) days after receipt thereof, and each such Offer as accepted shall become effective as of the Closing Date; (c) to, as of the Closing Date, unless otherwise required by law or waive its usual 60-day waiting period for new employees and permit each of the Offered Employees who accept employment with Purchaser (an "Accepting Employee") to be immediately eligible ------------------ to participate in Purchaser's "cafeteria-style" flexible benefits program (which includes options for medical coverage, dental and vision coverage, life and accident insurance, pre-tax reimbursement accounts, and vacation buying), on the identical terms and conditions as those options are made available to Purchaser's other employees and subject to the specific eligibility requirements of each such option. In accordance with the terms and conditions of the flexible benefits program governing the vacation buying option, Accepting Employees will not be eligible to purchase vacation until January 1, 2000. The Accepting Employees currently participating in Imperial Bancorp's 401(k) Plan shall be given credit in determining vesting and eligibility for Purchaser's 401(k) plan for the period during which they were credited with service by the Seller prior to the Closing Date. Such service shall not, however, be counted for purposes of benefit accrual under any such plan. If there are no similarly situated employees ; and (d) except as otherwise provided herein, as of Purchaser or its Affiliatesthe Closing Date, Purchaser shall provide such Transferred permit all Accepting Employees (as a group) with to participate in all employee benefit plans, programs and policies that are substantially similar in the aggregate established, maintained or contributed to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it on an equal basis and subject to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansidentical terms and conditions as Purchaser's other newly-hired employees. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller As of the Closing, Sellers shall terminateterminate or cause its Affiliates to terminate all of its Employees at the Facilities, effective and Buyers or its Affiliates shall offer employment to substantially all active non-physician Employees of Sellers at the Facilities in accordance with terms and conditions of employment established by Buyers; provided, however, Buyers reserve the right not to hire any individual Employee consistent with the applicable policies and procedures of LifeCare. Buyers shall also hire each of the Sellers’ other employees at the Facilities who, on the Closing Date, is on either military leave or such other leave which, under applicable federal or state law, entitles such employee to be rehired, once any such employee has been cleared to return to work prior to the expiration of any such rehire right, each of whom is identified on Schedule 4.23, which schedule shall be updated no later than five (5) Business Days after the Closing to accurately identify those who are on leave of absence as of such date. The initial terms and conditions of employment of any of Sellers’ employees will include offering positions to such Employees at their existing base wage and salary levels with benefits comparable to those generally offered to similarly- situated Employees at long term acute care hospitals that are owned and operated by Affiliates of LifeCare; (b) Except as disclosed on Schedule 10.3(b), the term “Employee” as used in this Agreement means an active employee of Sellers who is employed at and physically located at a Facility and identified on Schedule 4.23. The term “Hired Employee” as used in this Agreement means an Employee who accepts employment with Buyers as of the Closing Date, and in addition, any Employee of Sellers who is on leave as of the Closing Date who later accepts employment with Buyers in accordance with the terms of Section 10.3(a). All Hired Employees will be retained as employees-at-will. The terms of all such Hired Employees’ employment with Buyers shall be in accordance with usual and customary practices for employees listed on Schedule 3.19(a) “Seller’s Employees,” of LifeCare and its Affiliates. Buyers shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to themprovide each Hired Employee with employee benefits, including, without limitation, all retirement, welfare and paid time off, consistent with similarly-situated employees at long term acute care hospitals that are owned and operated by Affiliates of LifeCare. With respect to such employee benefits, to the extent lawful and provided for under Buyers’ ‘policies and contracts, Buyers shall honor the Hired Employees’ prior service credit under Sellers’ welfare benefit plans for purposes of eligibility and satisfying pre-existing condition limitations in Buyers’ welfare benefit plans. Buyers shall also honor the Hired Employees prior service with Sellers for purposes of eligibility and vesting in Buyers’ retirement benefit plans and other service-based plans such as paid time off, but shall not accrue benefits or make contributions to such plans with respect to such prior service. Buyers shall carry over, and give credit for, the unused Paid Time Off as defined under Seller’s policies accrued up days of the Hired Employees based on the valid records of Sellers, but only to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, extent that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on amounts do not exceed the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee maximum allowed accrual under Buyers’ policies and (ii) provide the value of such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar Paid Time Off is reflected in the aggregate to those employee Final Net Working Capital. Participation in such benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate plans shall begin as soon as administratively feasible after the Closing Date for participating Hired Employees (and eligible dependents) and for all other Hired Employees who, given their service with Sellers, have met the age and service requirements for participation under the respective Buyers plans. If Buyers terminate the employment of any Hired Employee at any time after the Closing, Buyers shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms responsible for costs and consequences of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anytermination;

Employees. (a) Seller Schedule 6.09(a) sets forth a true, accurate and complete list of the names, titles and length of service with UCC or its Affiliates of all individuals who are employed by UCC in connection with the Acquired Assets and who have been identified by UCC as being in-scope with respect to the transactions contemplated by this Agreement (the “Employees”). UCC may update Schedule 6.09(a) prior to the Closing Date to reflect changes, if any, on account of: (i) new hires added in the ordinary course of business prior to the Closing Date; (ii) attrition among the Employees prior to the Closing Date (including voluntarily resignations and retirements among the Employees); (iii) non-material changes intended to correct good faith errors or omissions by UCC in determining which Employees are in-scope for the transactions contemplated by this Agreement; (iv) any Employees who reject an offer of employment with RS&T or its Affiliate; (v) any Employee who is terminated from employment for cause; (vi) any individual being added to Schedule 6.09(a) as a substitute for an Employee that is being removed therefrom pursuant to (i) – (v) of this Section 6.09(a); and (vii) any other changes agreed to between the parties hereto. EXECUTION VERSION (b) No later than thirty (30) days prior to the Closing Date, RS&T shall terminateoffer employment in writing, effective as of the Closing, to each Employee, which offers of employment shall: (i) advise the Employee of the terms and conditions of such Employee’s position with RS&T, which position shall be comparable to the position held, with respect to job level, duties and geographic location, by such Employee immediately prior to the Closing Date; (ii) state, among other things, (x) an annual base salary or base hourly wage rate, as applicable, during at least the first twenty four (24) months following the Closing that shall be not less than that provided by UCC or one of its Affiliates, as applicable, to the Employee immediately prior to the Closing Date and (y) an annual incentive compensation opportunity during the first twenty-four (24) months following the Closing that shall be not less than that provided by UCC or one of its Affiliates, to the extent applicable, to the Employee immediately prior to the Closing Date; (iii) include a summary of benefits to be provided to such Employee, which benefits shall be substantially comparable in value, when taken as a whole, to those to which such Employee was entitled prior to the Closing; and (iv) not require a Geographic Relocation of the Employee. Each such Employee who accepts RS&T’s offer of employment shall become an employee of RS&T as of the Closing and shall be referred to herein as a “Transferred Employee.” Unless otherwise specified, references to “Transferred Employee” as used in this Agreement shall refer only to Employees who accept RS&T’s offer of employment. RS&T shall not, and shall cause its Affiliates and any successor to the Acquired Assets not to, reduce the annual base salary or base hourly wage rate, as applicable, annual incentive compensation opportunity or benefits of the Transferred Employees for a period of twenty-four (24) months after the Closing Date. RS&T shall indemnify against, be liable to the UCC Indemnified Parties for and hold each UCC Indemnified Party harmless from, any and all Losses incurred or suffered by each UCC Indemnified Party to the extent arising out of any failure of RS&T or its Affiliates to discharge their respective obligations under this Agreement (including RS&T’s obligation to make offers of employment to Employees that satisfy the terms and conditions set forth in this Section 6.09(b)); (c) Except to the extent otherwise required by applicable Law, RS&T shall, effective as of the Closing Date, assume all Liabilities for all accrued but unused vacation benefits of the employment of all employees listed on Transferred Employees (the “Assumed Vacation Liabilities”), which, for each Transferred Employee, shall be set forth in Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any6.09(c) and bonuses which are due provided to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to RS&T within thirty (30) days following the Closing Date. Xxxxxxxxx agrees As of the Closing, UCC and its Affiliates, as applicable, shall be relieved of all Assumed Vacation Liabilities. RS&T shall permit each Transferred Employee, during the balance of the calendar year in which the Closing occurs, to make an offer take vacation days in respect of employment the amount of unused vacation assumed by RS&T with respect to each Transferred Employee. For the calendar year following the year in which the Closing occurs and each year thereafter, the Transferred Employees shall receive vacation benefits under the terms of Sellerthe vacation benefit policies of RS&T applicable to similarly situated employees of RS&T, in each case after giving credit for each Transferred Employee’s service with UCC or its Affiliate, as applicable. (d) Except as otherwise expressly provided to the contrary in this Section 6.09(d), UCC or its designated Affiliate shall retain all Liabilities and obligations in respect of benefits accrued as of the Closing Date by Transferred Employees under the UCC Benefit Plans, and neither RS&T nor any of its Affiliates shall have any Liability with respect thereto. UCC and/or its designated Affiliates will retain all assets and liabilities related to the UCC Benefit Plans except as provided in this Section 6.09(d). RS&T shall be responsible for all Liabilities and obligations in respect of benefits accrued on and after the Closing Date by Transferred Employees under the RS&T Benefit Plans, and neither UCC nor any of its Affiliates shall have any Liability with respect thereto. EXECUTION VERSION (e) Except as otherwise expressly provided to the contrary in this Section 6.09(e), UCC and its Affiliates shall retain, bear and discharge all Liabilities for claims of Transferred Employees incurred prior to the Closing Date under the UCC Benefit Plans, and RS&T and its Affiliates shall bear and discharge all Liabilities for claims of Transferred Employees incurred on and after the Closing Date under the RS&T Benefit Plans. For purposes of this Section 6.09(e), except as otherwise provided under an applicable benefit plan, a claim will be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance and sickness/accident/disability programs) or on the date that treatment or services are provided (for purposes of health care programs). (f) Effective as of 12:01 a.m. Eastern Time on the Closing Date, and for the twenty-four (24) month period following the Closing Date, RS&T and its Affiliates shall provide the Transferred Employees with employee benefits under the RS&T Benefit Plans that are substantially comparable, when taken as a whole, to those to which such Transferred Employee was entitled prior to the Closing. RS&T agrees that Transferred Employees shall be eligible immediately to commence participation in the RS&T Benefit Plans without regard to any eligibility period, waiting period, elimination period, evidence of insurability requirements or pre-existing condition limitations. RS&T further agrees that the Transferred Employees shall be eligible to participate in any future benefit plans adopted or maintained by RS&T or its Affiliates in which other employees of RS&T or its Affiliates are eligible to participate. RS&T and its Affiliates will recognize all service of the Transferred Employees with UCC or any of its Affiliates and with any predecessor employer (to the extent such predecessor employer service was taken into account under the applicable UCC Benefit Plans) for all purposes (including for purposes of vesting, eligibility to participate and receive benefits, benefit forms, premium subsidies or credits, early retirement and waiver of any reduction factors, and benefit calculations and accruals) under those existing, newly established and future RS&T Benefit Plans (including plans providing for retiree medical benefits and other retiree benefits) in which the Transferred Employees are eligible to participate or are enrolled by RS&T or its Affiliates at any time on or before after the Closing Date; provided, however, that any offer notwithstanding the foregoing, RS&T shall not be required to recognize such service for purposes of employment tobenefit accruals under the defined benefit pension plans of RS&T and its Affiliates covering the Transferred Employees. With respect to the Transferred Employees, RS&T and its Affiliates further agree to waive deductible, co-payment and out-of-pocket requirements under the RS&T Benefit Plans that provide group health benefits and otherwise to give credit under the applicable RS&T Benefit Plans for amounts paid under a corresponding UCC Benefit Plan that provides group health benefits, as though such amounts had been paid in accordance with the terms and conditions of the applicable RS&T Benefit Plans; provided, and only to the extent that, each Transferred Employee (and his or her dependents and beneficiaries, as applicable) provides appropriate written consent for disclosure to RS&T or RS&T Benefit Plans upon their request of any information reasonably necessary for RS&T and the applicable RS&T Benefit Plans to implement such waiver and credit. RS&T further agrees to cause any group term life insurance plan maintained by RS&T or its Affiliates to waive any medical certification for such Transferred Employee up to the amount of coverage the Transferred Employee had under the applicable life insurance plan of UCC or its Affiliates (but subject to any limits on the maximum amount of coverage under the life insurance plans of RS&T and its Affiliates). RS&T and its Affiliates shall take all steps necessary to cause all RS&T Benefit Plans to fulfill the obligations agreed to by RS&T under this Section 6.09(f). EXECUTION VERSION (i) As soon as practicable after the Closing Date, and to the extent permitted by applicable Law, RS&T shall, for Transferred Employees, establish or designate one or more RS&T Benefit Plans that are defined contribution plans for the benefit of the Transferred Employees (the “RS&T Savings Plan”), and take all necessary action to cause the RS&T Savings Plan to be tax-qualified under the applicable provisions of the Code (to the extent the RS&T Savings Plan is not so tax-qualified), and make any and all filings and submissions to the appropriate Governmental Entities required to be made by it with respect to the establishment or designation of such RS&T Savings Plan. RS&T shall take all actions necessary to allow the Transferred Employees to make eligible rollover contributions to the RS&T Savings Plan of their account balances under the savings plans of UCC and its Affiliates as soon as practicable following the Closing. (ii) As of the Closing Date, the Transferred Employees shall no longer be active participants in Union Carbide Employees’ Pension Plan, and all Transferred Employees who are vested shall have the same benefit options as normal terminees under such plan. No pension plan assets or liabilities will be transferred to RS&T or its Affiliates; rather, all such assets and liabilities shall be retained by Union Carbide Employees’ Pension Plan, as the case may be. (g) Nothing contained in this Agreement shall confer upon any Transferred Employee any right to continued employment with RS&T or its Affiliates, nor shall anything herein interfere with the right of RS&T or its Affiliates to relocate or terminate the employment of any of the Transferred Employees at any time after the Closing Date. RS&T shall bear the cost and expense of the termination of the employment of any Transferred Employee on and after the Closing Date. RS&T and its Affiliates shall, for each Transferred Employee who, within twenty-four (24) months following the Closing Date, (i) is involuntarily terminated by Purchaser RS&T or any of its Affiliates ofwithout Good Cause, (ii) has his or her compensation or benefits reduced other than a Seller’s Employee are subject to all reduction by reason of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a)circumstance that constitutes Good Cause, and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences Transferred Employee elects to terminate his or her employment with Purchaser RS&T or its Affiliates, (iii) has a diminution in his or her position, title, job responsibilities or level of authority, or (iv) elects to terminate his or her employment with RS&T or its Affiliates following a requirement that such Transferred Employee take an alternative position that requires a Geographic Relocation (or otherwise requires such Transferred Employee to undergo a Geographic Relocation), provide severance and satisfactorily completes other separation benefits to each such Transferred Employee that are at least equal to the greater of (A) the severance and other separation benefits such Transferred Employee would have received under the terms of the applicable severance plan, in place immediately prior to the Closing, of UCC or its Affiliates and (B) the severance and other separation benefits such Transferred Employee would receive under the terms of the applicable severance plan of RS&T or its Affiliates in place as of the time of such termination. RS&T shall bear all Liability for any claims of Purchaser’s standard any Transferred Employee arising out of the employment requirements or termination of such Transferred Employee by RS&T. (h) Except as otherwise provided under an applicable workers’ compensation insurance policy or fund or as otherwise determined by an applicable Governmental Entity, with respect to workers’ compensation, UCC and its Affiliates shall be hereinafter referred responsible for all workers’ compensation claims by any Employee arising out of any injuries and diseases incurred, sustained or resulting from work-related exposures or conditions prior to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers the Closing Date (regardless of employment whether the claim related thereto is filed after the Closing). RS&T shall be responsible for all workers’ compensation claims by any of the Transferred Employees arising out of any injuries and diseases incurred, sustained or resulting from work-related exposures or conditions on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employeeor after the Closing, for the one-year period ending including any compensable acceleration or aggravation occurring on the first anniversary of or after the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such planpre-Closing illness or injuries. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyEXECUTION VERSION

Employees. (a) Seller shall terminateA true, effective correct and complete list of all of the Division's employees (including leased employees) (the "Division Employees") indicating the ------------------ rate of pay of each such employee during the twelve months preceding the date hereof and the status of each such employee as active, on leave, full-time, part-time or otherwise is set forth on the "Division Employees Schedule" --------------------------- attached hereto. (b) Except for the employees set forth on the "Excluded Employees ------------------ Schedule" attached hereto (the "Excluded Employees"), the Purchaser will offer -------- ------------------ at-will employment to all active full-time Division Employees as of the Closing Date, Date (the employment "Continuing Employees") with substantially equivalent salary and wages -------------------- as such employees received immediately prior to the Closing Date and benefits which are similar to those which are generally provided by the Purchaser to its employees. Nothing in this Section 9.10 shall obligate Purchaser to continue to employ any Continuing Employee for any period of all employees listed on Schedule 3.19(atime. (c) “Seller’s Employees,” The Seller will be responsible for and shall pay (and the Stockholders shall cause the Seller to Seller’s Employees pay) to the Division's employees (i) all amounts of wages, salaries, commissions bonuses and other renumeration (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up discretionary benefits and bonuses) payable to such employees with respect to the period ending on the day prior to the Closing Date. Xxxxxxxxx agrees , (ii) any workers' compensation claims, amounts payable under Plans maintained by Seller and other amounts payable on an ongoing basis to make an offer of employment such employees in connection with events or incidents occurring prior to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required that such amounts are paid under insurance, (iii) amounts equal to the vacation pay, sick leave pay and floating holiday pay earned or accrued by applicable lawsuch employees as of the close of business on the Closing Date, Purchaser whether or not such pay is vested or has been accrued on the books of the Division at such close of business, based upon the remuneration of such employees, normally used in computing such vacation pay, sick leave pay and floating holiday pay and (iv) all severance payments, if any, due to such employees as a result of the termination of their employment with the Seller. Seller shall use commercially reasonable efforts to also be responsible for and shall pay any related payroll burden (iincluding, without limitation, FICA and other employment taxes) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anypayments made under this Section 9.10(c).

Employees. (a) Seller For a period of eighteen (18) months from the date of this Agreement, Buyer shall terminatenot, effective as without the prior written consent of the Closing DateSeller, the employment of all employees listed on Schedule 3.19(a) “solicit for employment, induce or attempt to induce to leave Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make or an offer of employment to each affiliate of Seller’s Employees on employ, or before the Closing Date; providedhire, however, that any offer employees of employment to, and any employment by Purchaser Seller or any of its Affiliates of, a affiliates staffed in Seller’s Employee are subject Indianapolis headquarters or at any other television station owned by Seller or its affiliates (other than general solicitations not directed solely to all of Purchaser’s and its Affiliates’any such employees). (b) If the Stations include any stations identified in Section 1.3(c), as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee then any shared employees shall include base pay no less than the base pay payable to such Seller’s Employee be allocated as set forth on Schedule 3.19(a1.3. With respect to such shared employees, the terms of this Section 5.7, including Buyer’s right to selectively offer employment pursuant to Section 5.7(c), shall apply only to those who are allocated to Buyer pursuant to Schedule 1.3, and Buyer shall not solicit for hire those who are not allocated to Buyer (other than general solicitations not directed solely to any such employees). (c) Seller has provided Buyer a list showing employee positions and annualized pay rates and target bonus opportunities, where applicable, for employees of the Stations. Seller shall update that list no later than five (5) business days prior to Closing, and shall provide Buyer with such other information in Seller’s possession as Buyer may reasonably request in order to decide to whom it will offer employment, in each case subject to any restrictions under applicable laws. Prior to the Closing, Buyer shall identify and provide to Seller a written list of the employees of the Stations to whom Buyer plans to offer employment effective as of the Closing. Seller and Buyer shall have a principal place of work that is at the Facilitycooperate with one-another in connection with Buyer’s efforts to hire such employees. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter made upon substantially the same terms and conditions and with substantially the same duties as in effect immediately preceding the Closing, including but not limited to wages, salaries, commission rate (if applicable) and target bonuses (all determined on a cash basis before taking into account Seller’s stock compensation program) and with benefits which are substantially similar to the benefits available to similarly situated employees in the markets in which the Stations operate. Any person so hired by Buyer is referred to herein as a “Transferred Employee.” Unless otherwise agreed between Purchaser and If any Transferred Employee is subject to a written employment agreement, Buyer shall assume Seller’s obligations under such agreement. Nothing in this Section 5.7 is intended to or shall require Buyer to employ or continue to employ any Transferred Employee, offers Employee for any period of time following the Closing or to continue to maintain any term or condition of employment shall be or otherwise to treat any such employee on any basis other than as an employee-at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect subject to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such planemployment contract assumed by Buyer). If there are no similarly situated With respect to the Transferred Employees, at Closing employment with Seller shall terminate and employment with Buyer shall commence. Seller and Buyer shall each pay one-half of all applicable severance and other liabilities under Seller’s severance policy as in effect on the date hereof (a copy of which has been provided to Buyer) and any other amounts (regardless of whether denominated as severance) owing in connection with the termination of any written employment agreement owing to any employees of Purchaser the Stations who do not become Transferred Employees or its Affiliateswho become Transferred Employees but who are terminated during the first four (4) months following Closing (collectively, Purchaser “Severance”), provided, however, that Seller’s liability with respect to Severance shall not exceed $1 million in the aggregate (including amounts paid by an affiliate of Seller under the SPA) and Buyer shall be liable for all other Severance. (d) Buyer shall grant credit to each Transferred Employee for all unused vacation accrued as of the Effective Time as an employee of Seller, and Buyer shall assume and discharge Seller’s obligation to provide such leave to such employees (such obligations being a part of the Assumed Obligations). (e) Buyer shall permit Transferred Employees (as a groupand their spouses and dependents) with to participate in its “employee welfare benefit plans” (including without limitation health insurance plans) and “employee pension benefit plans” (as defined in Section 3(1) and 3(2) of ERISA, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written requestrespectively), with coverage effective immediately upon Closing (and without exclusion from coverage on account of any information reasonably required pre-existing condition unless Buyer determines in good faith that obtaining such coverage without such exclusion is not practicable because of a material increase in cost), with service with Seller deemed service with the Buyer for purposes of any length of service requirements, waiting periods, vesting periods and differential benefits based on length of service, and with credit under any welfare benefit plan for any deductibles or co-payments paid for the current plan year under any plan maintained by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansSeller. (cf) With respect Buyer shall also permit each Transferred Employee who participates in the Seller’s 401(k) plan to Purchaser Planselect to make direct rollovers of their account balances into the Buyer’s 401(k) plan as of Closing (or as soon as practicable thereafter when Buyer’s 401(k) plan is capable of accepting such rollovers), except including the direct rollover of any outstanding loan balances such that they will continue to make payments under the terms of such loans under the Buyer’s 401(k) plan, subject to compliance with applicable law and subject to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (irequirements of Buyer’s 401(k) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any.

Employees. (aSet forth on SCHEDULE 5.2(b) Seller shall terminate, effective as is a list of employees of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay Sellers to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to whom Purchaser may make an offer of employment in a position comparable in substance and compensation to each such employee's current position. Purchaser will negotiate in good faith to hire the employees on SCHEDULE 5.2(b) and will provide incentives to such employees consistent with the policies regarding other employees of Seller’s Employees on Purchaser. Sellers have no duty or before the Closing Date; provided, however, that any obligation in connection with Purchaser's offer of employment toto any of Sellers' employees. Purchaser shall not, and directly or indirectly (including without limitation through any of its affiliates) solicit, attempt to solicit, or assist any third party to solicit any employee of Sellers except those listed on SCHEDULE 5.2(b) to terminate his or her employment by with Sellers or to accept employment with Purchaser or any of its Affiliates ofaffiliates. Within 30 days of the Time of Closing, Purchaser shall furnish Seller with a Seller’s Employee are complete and accurate list in writing, of those employees of Sellers who have accepted Purchaser's offer of employment in accordance herewith ("Transferred Employees"), including their end-date in Sellers' employ and, if different, their start date in Purchaser's employ. As to Transferred Employees: (i) Sellers shall be responsible for and shall pay their salaries and other compensation for services rendered to Sellers while in their employ. Purchaser shall be solely responsible for and shall pay their salaries and other compensation on or after their start date in Purchaser's employ. (ii) The hardware listed after each respective Transferred Employee's name on Schedule 5.2(b) will be conveyed by Sellers to Purchaser (i) for no additional consideration; (ii) AS IS, COVERED BY NO WARRANTIES WHATSOEVER, AND SUBJECT TO THE EXCLUSION OF WARRANTIES set forth in Section 9.3; and (iii) subject to all existing encumbrances or other Liens. Sellers and Purchaser will execute and deliver a Xxxx of Purchaser’s Sale and its Affiliates’Assignment, as applicable, standard employment requirements. Each offer of employment necessary to a Seller’s Employee shall include base pay no less than the base pay payable to convey such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employeehardware.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) The Sellers shall deliver to the Purchaser, within ten (10) days after the date hereof and again on the Closing, a list of each Business Employee, such employees’ base salary and bonus opportunities, the employees’ date of hire, and the primary geographic location of their employment with the Sellers, as of the date hereof, broken down into the following categories: (i) active, (ii) inactive on leave of absence with reemployment rights and (iii) on short-term disability under the Sellers’ short-term disability policy. From the date hereof to the Closing, the Seller shall terminateuse commercially reasonable efforts to make all Business Employees reasonably available to the Purchaser for in-person and telephonic interviews to assist the Purchaser in evaluating if offers of employment will be made. Excluding employees who are part of a collective bargaining unit, not less than five days prior to the Closing, the Purchaser (i) agrees that it will make offers of employment to the greater of (A) substantially all of the Business Employees and (B) a number of Business Employees in their current positions and locations that would not create any obligation or liability under WARN or similar state law; and (ii) will provide to the Sellers a list of Business Employees to whom the Purchaser does not intend to make offers of employment. (b) The Purchaser will make offers of employment to all of the Business Employees that are not on the list provided by the Purchaser pursuant to Section 6.8(a) to commence effective upon the Closing. Such offers may be made before the Closing as the Purchaser may determine. Such offers of employment shall be at comparable wage rates or base salary and bonus levels as are identified in Section 4.16(a), and, if at a location different from the Business Employee’s current location of employment with the applicable Seller, at a commuting distance no greater than 50 miles farther away from such Business Employee’s current location of employment. With respect to each Business Employee who accepts the Purchaser’s offer of employment (a “Transferred Employee”), the Purchaser shall credit periods of service prior to the Closing for purposes of determining eligibility, vesting and benefit entitlement under all compensation and benefit plans, programs and policies maintained by the Purchaser after the Closing; provided, however, that the Purchaser shall not be required to credit any service to the extent that doing so would result in duplication of benefits, and further provided that nothing herein entitles any Transferred Employee to contributions under any retirement plan for time periods prior to the Closing. Not later than the Closing Date, the Sellers will provide to the Purchaser such information with respect to each Transferred Employee as may be reasonably necessary to permit the Purchaser to comply with its covenants in this Section 6.8 with respect to the Transferred Employees. (c) The Purchaser further agrees that it will not engage in any action within 90 days following the Closing that will create any obligation or liability under WARN to any Business Employee or Transferred Employee. (d) Without limiting the scope of Section 6.8(b), the Purchaser shall provide each Transferred Employee (and his or her eligible dependents) with the opportunity to be covered by a group health plan (within the meaning of section 5000(b)(1) of the Code) on the first day of the month following the Closing. The Sellers shall cover the Transferred Employees under Sellers’ group health plans until the end of the month in which the Closing occurs and shall remain responsible for all claims incurred by Transferred Employees while such employees are covered by the Sellers’ group health plans. The Purchaser shall be responsible for all claims incurred by the Transferred Employees while such employees are covered by the Purchaser’s group health plans. For purposes of clarity, a claim shall be considered incurred when the treatment for a given condition is provided, and not when the condition arose. (e) Purchaser will maintain or, if it does not exist, establish, a health care and dependent care flexible spending account arrangement pursuant to Section 125 or 129 of the Code (collectively, “FSAs”). Purchaser will honor the elections of all Transferred Employees under the FSAs of the Sellers or any of their Affiliates, as in effect immediately prior to the Closing Date, and Purchaser will assume responsibility for administering all reimbursement claims of the Transferred Employees with respect to the calendar year in which the Closing Date occurs that are submitted to Purchaser for payment on or after the Closing Date, whether arising before, on or after the Closing Date, under Purchaser’s FSAs. As soon as practicable but no more than forty-five (45) days following the Closing Date, and except to the extent taken into account in the computation of Closing Working Capital, Sellers will cause to be transferred to Purchaser an amount in cash equal to (i) the sum of all contributions to the FSAs of Sellers or their Affiliates with respect to the calendar year in which the Closing Date occurs by or on behalf of the Transferred Employees prior to the Closing Date, reduced by (ii) the sum of all claims incurred in the calendar year in which the Closing Date occurs that are submitted to the Sellers for payment prior to the Closing Date and paid by the FSAs of the Sellers or their Affiliates with respect to such Transferred Employees prior to the date of such cash transfer to Purchaser; provided, however, if this calculation results in a negative number, then Purchaser will pay to the Sellers (on behalf of any relevant Affiliate of the Sellers) as soon as practicable but not more than forty-five (45) days following the Closing Date, the amount by which (ii) exceeds (i). Effective as of the Closing Date, the employment Sellers shall provide the Purchaser with such information as is necessary for the Purchaser to establish FSAs for such Transferred Employees, including, but not limited to, each such Transferred Employee’s annual FSA election amount and account balance as of all employees listed on Schedule 3.19(athe Closing Date. (f) “Seller’s As soon as administratively practicable after the Closing, the Purchaser shall establish a 401(k) plan, or cause an existing 401(k) plan, to cover the Transferred Employees,” and shall pay , subject to Seller’s Employees all wages, salaries, commissions contrary collective bargaining agreement provisions (if any) applicable to Transferred Employees after Closing. The Purchaser shall permit such Transferred Employees to rollover any distribution from the Sellers’ 401(k) plan to its 401(k) plan. (g) For the avoidance of doubt, the Sellers shall remain liable for all withdrawal liability relating to any obligation (current, past or future, contingent or otherwise (in each case with respect to multiemployer plan participation for periods before Closing)) on the part of the Sellers or any of its ERISA Affiliates to contribute to any multiemployer plan and bonuses which are due to them, including, without limitation, shall pay all unused Paid Time Off such liabilities as defined under Seller’s policies accrued up they come due. Notwithstanding anything in this Agreement to the Closing Datecontrary, neither the Purchaser nor its ERISA Affiliates shall be or shall become liable for any such withdrawal liability, nor shall the Purchaser or any ERISA Affiliate incur an obligation to contribute to any multiemployer plan in connection with the transactions contemplated by this Agreement. (h) The provisions of this Section 6.8 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 6.8, 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. Xxxxxxxxx agrees Nothing contained herein shall (i) be treated as an amendment to make an offer any particular employee benefit plan of employment to each of Seller’s Employees on the Purchaser or before Sellers, (ii) obligate the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its ERISA Affiliates ofto (A) maintain any particular benefit plan or arrangement or (B) retain the employment of any particular employee, a Seller’s Employee are subject (iii) prevent the Purchaser or any of its ERISA Affiliates from amending or terminating any benefit plan or arrangement, or (iv) give any third party the right to all enforce any of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer the provisions of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisthis Agreement. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with With respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter asall Benefit Plans, the “Purchaser Plans”). Notwithstanding the foregoingSellers shall make all required payments, Purchaser shall not be required premiums or contributions for all periods (or partial periods) ending prior to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller On or before the Closing, Sellers or their Affiliates (other than the Companies) shall terminatenot make offers of employment to any Current Employee, effective as of without the Closing Date, the employment of all employees Purchaser’s prior written approval other than Current Employees listed on Schedule 3.19(a5.10(a)(i). Each Current Employee who, with the prior approval of the Purchaser, becomes an employee of Sellers or their Affiliates (other than the Companies) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees be listed on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’Schedule 5.10(a)(ii), as applicable, standard employment requirements. Each offer of employment updated from time to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basistime. (b) Purchaser shall (i) provide each Transferred Employee, for During the one-year period ending on from the first anniversary of date hereof to the Closing Date, Sellers agree to use commercially reasonable efforts to facilitate reasonable information requests and communications from Purchaser with respect to Purchaser’s on-boarding process for the Continuing Employees. In addition, Sellers agree to cooperate with Purchaser with respect to Purchaser’s on-boarding process for Current Employees, including Purchaser’s drug testing of Current Employees, if required. (c) Subject to Section 5.10(f), Purchaser agrees that, after the Closing, with respect to the Continuing Employees, Purchaser will, or will cause their Affiliates to, for a period of at least twelve (12) months following the Closing Date, provide such Continuing Employees with (i) a rate of base pay salary or wages and bonus opportunity that is no not less favorable than the rate of base pay set forth on Schedule 3.19(a) with respect salary or wages and bonus opportunity paid by the Companies and their Affiliates to such Transferred Employee Continuing Employees immediately prior to the Closing Date, and (ii) provide such Transferred Employees other benefits (as a group) during their employment with Purchaser with employee benefit plans, programs including vehicle and policies (other than equity-based plans, programs cell phone benefits or policiesreimbursements) that are substantially similar in the aggregate to those employee benefit plans, programs the benefits provided (x) by the Companies and policies that are maintained by Purchaser their Affiliates to such Continuing Employees immediately prior to the Closing Date (excluding equity compensation for purposes of the comparison) or its Affiliates from time (y) to time for the benefit of similarly situated employees of Purchaser or and its Affiliates (any such employee excluding the Continuing Employees). (d) With respect to each benefit plansplan, programs program, practice, policy or policies of arrangement maintained by Purchaser or any of its Affiliates in which Transferred Employees become eligible to participate after (including the Companies) following the Closing Date shall be referred to hereinafter as, and in which any of the Continuing Employees participate (the “Purchaser Plans”). Notwithstanding , for purposes of determining eligibility to participate and vesting purposes (but not for accrual of benefits other than determining the foregoinglevel of vacation pay accrual), Purchaser shall not be required to provide the Transferred Employees service with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as either of the Closing Date, unless otherwise required by law Companies or their Affiliates (or predecessor employers to the terms of any such plan. If there are no similarly situated employees of extent the Plans provide past service credit) shall be treated as service with Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in and/or the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plansapplicable company, except to the extent otherwise required by such service credit would result in any duplication of benefits. Each applicable lawPurchaser Plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. To the extent applicable in the plan year that contains the Closing Date, Purchaser shall use commercially reasonable efforts to provide the Continuing Employees shall be given credit under the applicable Purchaser Plan for amounts paid prior to the Closing Date during the calendar year in which the Closing Date occurs under a corresponding Plan for purposes of applying deductibles, co-payments and out of pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Purchaser Plan. (e) Purchaser shall use commercially reasonable efforts to permit each Continuing Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from Seller Parent’s 401(k) plan, if any, to roll over such eligible rollover distribution, including any associated loans, as part of any lump sum distribution to a defined contribution employee benefit plan sponsored by Purchaser or its Affiliates. (f) Nothing in this Agreement (i) with respect shall require Purchaser to each such continue to employ any particular Continuing Employee following the Closing Date for any particular period of time, (ii) shall be construed to prohibit Purchaser from amending or terminating any Company Plan that is a medical or health planPurchaser Plan, waive(iii) shall constitute or be construed as an amendment of any Plan or Purchaser Plan, or cause the waiver of, any(iv) shall create or be intended to create any third-party beneficiary rights.

Employees. The Purchaser shall, in accordance with Section 6b of the Employment Protection Act (aSw. lagen 1982:80 om anstallningsskydd), take over all rights and obligations relating to the employment arrangements of all employees of the Business (the "Employees") Seller shall terminate, effective as of on the Closing Date, provided that such employees do not refuse to be employed by the Purchaser. Exhibit 2(g)(1) contains a list of all Employees, including correct information about their salaries, pensions and all other employment benefits. The parties agree that Xxxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, and Xxxxxxx Xxxxxxx (jointly referred to as the "Exempted Employees") are not Employees and that the rights and obligations relating to the employment agreements of all employees listed on Schedule 3.19(a) “Seller’s the Exempted Employees,” and , consequently, shall pay not be taken over by the Purchaser. All costs relating to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to themwho have not refused employment with the Purchaser, including, without limitation, all unused Paid Time Off those costs associated with pension and other employee welfare benefits, shall be assumed by the Purchaser as defined under Seller’s policies accrued up to from the Closing Date. Xxxxxxxxx The Seller shall reimburse the Purchaser with an amount corresponding to the aggregate value of the employment benefits, including, without limitation, any and all earned pension benefits and holiday pay relating to the Employees, attributable to or accrued prior to the Closing Date but not paid or exercised, which the employees taken over by Purchaser are entitled to in relation to the Purchaser. The Seller agrees to make an offer of employment to each of Seller’s Employees on transfer or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’sell, as applicablethe case may be, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall all rights it may have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee non-disclosure agreements, invention agreements, non-compete agreements and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar agreements in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit respect of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansall Employees. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminatePurchaser agrees that, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and 4.6 hereto shall pay cease to Seller’s Employees all wagesbe employees of Seller and, salariesunless any such employee voluntarily terminates employment or is deceased, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to of the Closing Date. Xxxxxxxxx agrees shall be and become employees of Purchaser and that, except as provided in Section 4.6, Purchaser shall be responsible and assume liability for all compensation, salary, pension, severance and other employee benefits, taxes and costs, including contributions to make an offer and maintenance of any Employee Benefits Plans identified in Schedule 2.7, and all other obligations arising out of employment, consultancy, collective bargaining or other similar agreements or letters of employment identified in Schedule 2.12, which become due to, accrue to the benefit of, or with respect to, such employees after the Closing Date and with respect to services provided to Purchaser after the Closing Date; (b) except as otherwise provided by any Employee Benefit Plans identified in Schedule 2.7 or by any employment, consultancy, collective bargaining or other similar agreements or letters of employment identified in Schedule 2.12, Purchaser shall (i) pay the employees listed on Schedule 4.6 an initial wage or salary not less than the wage or salary that each such employee received from Seller as of the Closing Date as shown on Schedule 4.6, and with any adjustments thereto made by Seller in accordance with Seller’s Employees 's normal wage and salary adjustment policies; (ii) employ the employees listed on Schedule 4.6 in positions comparable to the positions in which such employees are employed by Seller as of the Closing Date; and (iii) effective on the Closing Date provide each such employee with medical, severance, pension, insurance, leave and other employee benefits not less than (x) those which the employee was eligible to receive from Seller on or before the Closing Date; provided, however, that any offer of employment to, Date and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject (y) those available to all similarly-situated employees of Purchaser’s ; and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (bc) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) except with respect to those benefits for which such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with employees shall immediately vest pursuant to this Section 5.2, Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any shall give each such employee benefit plansfull credit for length of service with Seller when determining eligibility for employee benefits. Purchaser shall be under no obligation, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible except as required by applicable Law, to participate continue after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with employment of any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies listed on Schedule 4.6; provided that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable lawPurchaser continues such employment, Purchaser it shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause be on the waiver of, anyterms provided in this Section 5.2.

Employees. (a) Seller shall terminateWith respect to any CSC employees employed in the Juvenile Business prior to or as of the Closing (the “Juvenile Business Employees”), each of GEO and Buyer acknowledges and agrees that (a) YSI may make offers of employment to any of the Juvenile Business Employees to be effective as of the Closing Date, (b) some or all of such employees may accept employment with YSI, effective as of the employment of all Closing Date (such employees listed on Schedule 3.19(a) that accept employment, the “Seller’s Transferred Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any”) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements (c) neither GEO nor CSC shall be hereinafter referred obligated to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisemploy or continue to employ any Juvenile Business Employees following the Closing. (b) Purchaser With respect to the Juvenile Business Employees, YSI shall assume and pay (iin accordance with past practices, but in any event no later than when such amounts are due) provide each Transferred Employeeall accrued but unpaid salary, for wages, unused vacation and personal days (except as where required by applicable law) and bonuses attributable to services performed by the one-year period ending on the first anniversary of Juvenile Business Employees prior to and including the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) Pursuant to the “Alternate Procedure” provided in Section 5 of Revenue Procedure 2004-53, 2004-34 IRB 320, to the extent permitted, (i) YSI and CSC shall report on a predecessor/successor basis as set forth therein, (ii) CSC will be relieved from filing a Form W-2 with respect to any Transferred Employees for the year that includes the Closing Date, (iii) YSI will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the entire year (including the portion during which such Transferred Employees are employed by CSC) that includes the Closing Date, and (iv) CSC agrees to cooperate with YSI and, upon request from YSI, provide YSI with information relating to the period during which the Transferred Employees are employed by CSC. Such information, if requested, shall be provided to YSI no later than 20 days before the due date for filing the Forms W-2. (d) With respect to Purchaser Plansthe Juvenile Business Employees and/or the Transferred Employees, except to the extent otherwise required by applicable law, Purchaser neither Buyer nor any YSI Entity shall use commercially reasonable efforts to take any action (i) with respect to each such Purchaser Plan that is effectuate a medical “plant closing” or health plan, waive, “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) or cause (ii) which would impose any obligations or liabilities on CSC or GEO pursuant to the waiver of, anyWARN Act.

Employees. (a) Seller shall terminateThe Buyer may offer employment, effective as of the Closing Date, to those employees of the Sellers and their Affiliates whose employment responsibilities primarily relate to the Fossil Assets (including employees in the Fuel Services and Risk management department and employees in the Construction Services department) (all such employees hereinafter referred to as "Fossil Employees"), to any other employees of all the Sellers and their Affiliates who are in a function listed in Schedule 7.10(a) or to any other employees of the Sellers and their Affiliates whose employment responsibilities relate to the Fossil Assets. The Buyer may offer employment, effective as of the Closing Date, to those employees of the Sellers and their Affiliates whose employment responsibilities primarily relate to the Hydroelectric Assets, hereinafter referred to as "Hydroelectric Employees," to any remaining employees of the Sellers and their Affiliates who are in a function listed on Schedule 3.19(a7.10(a) “Seller’s Employees,” or to any other remaining employees whose employment responsibilities relate to the Purchased Assets. All such offers of employment shall be made (i) in accordance with all applicable laws and shall pay to Seller’s Employees all wagesregulations, salaries, commissions and (if anyii)(x) for employees represented by Local Nos. 326 and 486 of the International Brotherhood of Electrical Workers ("IBEW") and bonuses Local No. 464 of the Utility Workers Union of America ("UWUA"), in accordance with the Main Table Agreements and the IBEW/UWUA MOU, as defined in Section 7.10(b) below, and (y) for employees represented by Local Nos. 310 and 345 of the Brotherhood of Utility Workers of New England, Incorporated ("BUW") in accordance with the BUW MOU, as defined in Section 7.10(c) below. Each person who becomes employed by the Buyer pursuant to this Section 7.10 shall be referred to herein as a "NEPGen Employee." The Sellers or any Affiliate of the Sellers may at any time prior to the Closing Date, offer employment to any Fossil Employees, Hydroelectric Employees, or any other employees who are in a function listed on Schedule 7.10(a), as long as such employees are not participants in the New England Electric Companies' Incentive Compensation Plans I, II, or III (collectively, the "Plans"). Without the prior consent of the Buyer, the Sellers will refrain, and will use their best efforts to cause their Affiliates to refrain, from offering employment from the date of this Agreement until February 28, 1998 (the "Buyer Window") to Fossil Employees, Hydroelectric Employees and any other employees whose functions are listed on Schedule 7.10(a) who are participants in the Plans. Thereafter, the Sellers or any Affiliates of the Sellers may offer employment to said employees who did not accept a position with the Buyer within the Buyer Window. Buyer may commence offering employment to said employees 60 days after the date of this Agreement. For all other employees Seller and Buyer shall mutually agree upon the hiring process, transition and timing thereof. (b) Schedule 7.10(b) sets forth the collective bargaining agreements, and amendments thereto, to which the Sellers are a party with the IBEW and the UWUA in connection with the Purchased Assets (the "Main Table Agreements"), and the Memorandum of Understanding between the Sellers and certain of their Affiliates and the IBEW and the UWUA ("IBEW/UWUA MOU"). With respect to NEPGen Employees who are included in the collective bargaining units covered by the Main Table Agreements ("IBEW/UWUA Employees"), on the Closing Date, the Buyer will assume the Main Table Agreements as they relate to IBEW/UWUA Employees to be employed at the Fossil Assets and comply with all applicable obligations thereunder and will accept and fulfill all obligations under the IBEW/UWUA MOU that are designated for the new owner, including but not limited to the obligation of the new owner to recognize the respective union as the collective bargaining agent. On the Closing Date, the Buyer will assume the applicable Main Table Agreements as they relate to IBEW/UWUA Employees to be employed at the Hydroelectric Assets and comply with all applicable obligations thereunder and will accept and fulfill all obligations under the IBEW/UWUA MOU that are designated for the new owner, including but not limited to the obligation of the new owner to recognize the respective union as the collective bargaining agent. The Sellers and certain of their Affiliates have established local working conditions with the IBEW/UWUA at each facility which are due comprised of local agreements, copies of which the Buyer hereby acknowledges that it has had the opportunity to themreview, and local past practices ("Local Working Conditions"). Pursuant to the IBEW/UWUA MOU, the Buyer shall not be required to assume any Local Working Conditions but agrees that it shall fulfill all of its obligations under the IBEW/UWUA MOU with respect to the creation of, and bargaining over, new Local Working Conditions. (c) Schedule 7.10(c) sets forth the collective bargaining agreements to which the Sellers are a party with the BUW in connection with the Purchased Assets (the "BUW CBAs"), and the Memorandum of Understanding between the Sellers and certain of their Affiliates and the BUW ("BUW MOU"). With respect to NEPGen Employees who are represented by the BUW ("BUW Employees") and consistent with Sellers "best efforts" obligations under the BUW MOU, the Buyer shall assume the BUW CBA for the duration of its term. Further, the Buyer will accept and fulfill all obligations under the BUW MOU designated for the new owner, including, but not limited to, recognizing the respective BUW local as the collective bargaining agent as long as supported by law. (d) For the period commencing on the Closing Date and ending 12 months thereafter, the Buyer shall provide all NEPGen Employees who are not IBEW/UWUA Employees or BUW Employees ("NEPGen Non-Union Employees") with total compensation (including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; providedbase pay, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee authorized overtime as set forth on in Schedule 3.19(a7.10(d), bonuses, and such employment shall have a principal place of work that is at benefits contained in the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies fringe benefit arrangements (other than equity-based plansexcluding education reimbursement)) which is, programs or policies) that are substantially similar in the aggregate aggregate, at least equivalent in value to those the NEPGen Non- Union Employee's total compensation prior to the Closing. Such total compensation shall be based upon (x) such employee's existing individual base pay, (y) authorized overtime, if applicable, and (z) an average bonus and benefit component for such employee's salary plan level, as consistently applied by Seller, apportioned according to such employee's base pay. (e) As of the Closing Date, all NEPGen Non-Union Employees shall cease to participate in the employee welfare benefit plansplans (as such term is defined in ERISA) maintained or sponsored by the Sellers or their Affiliates (the "Prior Welfare Plans") and shall, programs and policies that are maintained by Purchaser or its Affiliates from time if applicable, commence to time for participate in welfare benefit plans of the benefit of similarly situated employees of Purchaser Buyer or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser "Replacement Welfare Plans”"). Notwithstanding The Buyer shall (i) waive all limitations as to pre-existing condition exclusions and waiting periods with respect to NEPGen Non-Union Employees under the foregoingReplacement Welfare Plans, Purchaser shall other than, but only to the extent of, limitations or waiting periods that were in effect with respect to such employees under the Prior Welfare Plans and that have not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen been satisfied as of the Closing Date, unless and (ii) provide each NEPGen Non-Union Employee with credit for any copayments and deductibles paid 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 event of a difference in plan years). (f) NEPGen Non-Union Employees shall be given credit for all service with the Sellers and their Affiliates under all employee benefit plans, programs, and fringe benefit plans, programs, and fringe benefit arrangements of the Buyer ("Buyer Benefit Plans") in which they become participants. The service credit given is for purposes of eligibility, vesting and service related level of benefits, but not benefit accrual. For purposes of benefit accrual, NEPGen Non-Union Employees shall be given credit for all service with the Sellers and their Affiliates under all Buyer Benefit Plans, but the ultimate benefits provided under the Buyer Benefit Plans may be offset by those previously provided by the Sellers or benefit plans of the Sellers, or by the benefits accrued under the benefit plans of the Sellers or otherwise required committed to be provided by law the Sellers in the future. Nothing in this Agreement shall preclude the use of a "Defined Contribution Plan" in substitution for the "Defined Benefit Plans" maintained by the Sellers. (g) To the extent allowable by law, the Buyer shall take any and all necessary action to cause the trustee of a defined contribution plan of the Buyer or one of its Affiliates, if requested to do so by a NEPGen Non-Union Employee, to accept a direct "rollover" of all or a portion of said employee's distribution (excluding securities) from the terms of any such plan. If there are no similarly situated employees of Purchaser New England Electric System Companies Incentive Thrift Plan. (h) In addition to the Buyer's obligations with respect to the Severance Amount set forth in Section 4.2, other than NEPGen Non-Union Employees who have previously received a severance or early retirement benefit package from NEP or its Affiliates, Purchaser the Buyer shall provide pay to each NEPGen Non-Union Employee whose employment is terminated by the Buyer or one of its Affiliates within eighteen months of the Closing Date a severance benefit package equivalent to that which would have been provided to such Transferred Employees (as a group) with employee benefit plansindividual upon such termination by the Sellers or their Affiliates under the 1997 XXXX Companies Special Severance Plan had such individual remained continuously employed by the Sellers or their Affiliates and had been eligible under, programs and policies that are substantially similar in covered by, such plan on the aggregate to those date of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Planstermination. (ci) With respect The Sellers agree to Purchaser Plans, except timely perform and discharge all requirements under the WARN Act and under applicable state and local laws and regulations for the notification of their employees arising from the sale of the Purchased Assets to the extent otherwise required by Buyer up to and including the Closing Date for those employees who will become NEPGen Employees effective as of the Closing Date. After the Closing Date, the Buyer shall be responsible for performing and discharging all requirements under the WARN Act and under applicable law, Purchaser shall use commercially reasonable efforts to (i) state and local laws and regulations for the notification of its employees with respect to each such Purchaser Plan that is a medical the Fossil Assets or health planthe Hydroelectric Assets, waive, or cause as the waiver of, anycase may be.

Employees. Except as disclosed on Schedule 4.1(n): (ai) Seller shall terminatehas not experienced and, effective as to the knowledge of Seller, there has not been threatened with respect to the employees of Seller, any strike, collective work stoppage, slowdown, lockout, picketing, leafleting, boycott, union organization attempt, demand for recognition from a labor organization or petition for representation under the National Labor Relations Act or applicable state or other legal requirement related to employees of Seller. No legal proceeding is pending against Seller or, to the knowledge of Seller, threatened against Seller by any applicant for employment, any current employee or any former employee, or any class of current or former applicants or employees. There are no workers’ compensation claims pending against Seller, nor does Seller have knowledge of any threatened workers’ compensation claims. None of Seller’s employees is on leave of absence. (ii) No employee of Seller is covered by any collective bargaining agreement, and no collective bargaining agreement is being negotiated by the Seller with respect to its employees. The employment relationship between Seller and each of the Closing Date, the individuals employed by Seller is “employment at will.” Seller has delivered to Buyer true and correct copies of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay existing employee handbooks, summary plan descriptions, policy manuals and/or written policies applicable to Seller’s Employees employees known to Seller and in Seller’s possession immediately prior to Closing. (iii) Seller has paid in full to all employees all wages, salaries, bonuses and commissions (if any) due and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee employees and has fully reserved in its Records all amounts for wages, salaries, bonuses and commissions due but not yet payable to such employees. Except as set forth on Schedule 3.19(a4.1(n), and such no manager, officer or individual employed by Seller is a party to any employment shall have a principal place or other agreement that entitles him or her to compensation or other consideration upon the completion of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basistransactions contemplated in this Agreement. (biv) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay Except as set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans4.1(n), programs and policies (other than equitythere have been no lay-based plans, programs offs of employees of Seller or policies) that are substantially similar work reduction program undertaken by or on behalf of Seller in the aggregate past two years, and no such program has been adopted by Seller or publicly announced. Since December 31, 2011, Seller has not given notice of termination to those or received notice of resignation from any employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit having total annual compensation of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansmore than $50,000. (cv) With respect to Purchaser Plans, except to Each employee of Seller employed in the extent United States has completed and Seller has retained an Immigration and Naturalization Service Form I- 9. No employee of Seller is (A) a non-immigrant employee whose status would terminate or otherwise required be affected by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waivethe business transaction consummated by this Agreement, or cause (B) a non-United States resident who is authorized to work in the waiver of, anyUnited States in non-immigration status.

Employees. (a) Seller shall terminate, effective as Schedule 5.4 sets forth an accurate and complete list of the Closing Datenames, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” positions and shall salaries or hourly pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’rates, as applicable, standard employment requirementsof the ST employees assigned to the Business, by country, who are available for hire by Upek (“Employees”) and all consultants to the Business. Each offer Employees are categorized on the Schedule as “Top Key Employees,” “Very Important Employees” and “Other Employees.” Upek will give offers of employment (conditioned on Closing) to a Seller’s Employee shall include base pay no less than all of the base pay payable to such Seller’s Employee Employees whose place of work is located in the United States as set forth on Schedule 3.19(a)5.4 on such terms and conditions as determined by Upek. ST will use its best efforts (without offering financial or other incentive or disincentives) to encourage such Employees to accept Upek offers and otherwise assist in the transfer of Employees who accept such offers to Upek. Each offer letter shall state that all confidentiality agreements, proprietary information and inventions agreements and intellectual property assignments between such Employee and any ST Entity remain in full force and effect and provide expressly that Upek is deemed to be a third party beneficiary under such agreements. ST acknowledges and agrees that Upek will be a third party beneficiary of all such agreements and assignments with the Employees and, at Upek’s request, ST shall provide all reasonable assistance to Upek to enforce the provisions of such agreements and shall not materially amend or waive any provisions of those agreements without the consent of Upek, such consent not to be unreasonably withheld. Other than with respect to the Assumed Liabilities, ST shall be solely responsible and assume all liability for all notices, benefits or payments and all notices, payments, fines or assessments due to any Employee or any Governmental Authority pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of any employees by ST prior to, at or in connection with the Closing, including the WARN Act and COBRA and any rules or regulations thereunder. Nothing contained herein, express or implied, is intended to confer upon any employee of the Business any rights to continued employment by ST or to be hired by Upek or have continued employment with Upek. Other than the Assumed Liabilities, ST shall have a principal place of work that is be responsible for, assume all liability for and pay: (a) all payments, benefits, severance and other liabilities due to any Employee which became due or accrued at any time prior to or at the Facility. Each Closing Date, including any such payments, benefits, severance or other liabilities resulting from the Closing and the transactions contemplated hereby and (b) any notices, payments, fines or assessments due any government authority with respect to the employment or discharge of Seller’s any Employees who accepts such offer of employment, commences employment prior to or in connection with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisthe Closing. (b) Purchaser shall (i) provide Upek and ST each Transferred Employee, for covenant and agree to facilitate the one-year period ending on the first anniversary distribution of the Closing Date, a rate account balances of base pay that is no less than employees of the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee Business who are offered and (ii) provide such Transferred Employees (as a group) during their accept employment with Purchaser with employee benefit plans, programs Upek in ST’s 401(k) Plan and policies (other than equity-based plans, programs or policiesto use Reasonable Best Efforts to take any and all actions necessary to accomplish the distribution and rollover into Upek’s 401(k) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller Buyer (or its designees) shall terminateoffer employment as of the Closing Date to each of Sellers' hourly Store employees who, effective on the Closing Date, is an Employee in Good Standing. (b) Buyer (or its designees) shall offer Employment as of the Closing Date to each of Sellers' regular salaried Store and staff employees (each a "Salaried Employee") and hourly staff employees (each, an "Hourly ----------------- ------ Staff Employee") who, on the Closing Date, is an Employee in Good Standing. -------------- (c) In the event that Buyer (or its designees) fails to offer Employment as of the Closing Date to any Hourly Staff Employee or Salaried Employee who is an Employee in Good Standing, Buyer will pay to such employee the amount of severance payable to such employee under the terms of Severance Program 1 in cash. (d) In the event that, after the Closing, Buyer (or its designees) terminates the Employment of any Hourly Staff Employee or Salaried Employee who becomes an employee of Buyer (or its designees) for any reason other than for Cause within three months of the Closing Date or, in the case of any such Employee who is a general manager, area manager or regional manager of Sellers as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary within six months of the Closing Date, a rate Buyer will pay such employee an amount equal to the amount he or she would be entitled to under Severance Program 1 in cash. (e) In the event that, after the Closing, Buyer (or its designees) terminates the Employment of base pay that is no less than the rate any Hourly Staff Employee or Salaried Employee who becomes an employee of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plansBuyer, programs and policies or its designees (other than equity-based plansan employee who is a general manager, programs area manager or policiesregional manager covered by Section 3(d) that are substantially similar in the aggregate to those employee benefit plansabove), programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate reason other than for Cause more than three but less than six months after the Closing Date shall Date, Buyer will pay such employee an amount equal to the amount he or she would be referred entitled to hereinafter asunder Severance Program 2 in cash. (f) In the event of the termination by Platinum, at the “Purchaser Plans”). Notwithstanding direction or recommendation of Buyer, for any reason other than for Cause during the foregoingfirst six months after the Closing of the employment of any Salaried Employee of Platinum who was a general manager, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan area manager or retiree medical plan regional manager of Purchaser that is frozen Platinum as of the Closing Date, unless otherwise required Buyer will pay (or cause to be paid to) such employee in cash an amount equal to the amount he or she would be entitled to under Severance Program 1, as if he or she were an employee of Buyer. (g) The names and the material terms of the employment (including the job position, the location where employed, employee's date of birth and original hire date) of all employees, whether salaried or non-salaried, full- or part-time, have been provided by law or Sellers to Buyer prior to the terms date hereof, such information to be updated monthly until Closing. Sellers shall use their best efforts to assist Buyer in communicating any offers of employment to such employees and in no case will Sellers interfere with the hiring of any such planemployees. If there are no similarly situated employees of Purchaser or its AffiliatesIn addition, Purchaser Sellers shall provide such Transferred Employees (as a group) have provided Buyer with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any all information reasonably required by Purchaser in order for it necessary for, and requested by, Buyer to fulfill administer COBRA with respect to any remaining COBRA liabilities, such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor information to be required to assume any liabilities of, the Benefit Plansupdated monthly until Closing. (ch) With respect In no event shall this Section 3 constitute or be deemed to Purchaser Plansbe an employment contract for any purposes whatsoever, except and no employee of Sellers shall be entitled to any rights or interests under this Agreement nor in any event shall any employees constitute or be deemed to be third party beneficiaries under this Agreement or otherwise be entitled to enforce or make any claim under this Agreement. Effective as of the extent otherwise required by applicable lawClosing Date, Purchaser shall use commercially reasonable efforts Sellers waive any non-competition restrictions, as they relate to (i) Buyer and its affiliates, to which any of Sellers' employees who become employees of Buyer or its affiliates or any of the franchisees of Buyer or its affiliates may be subject; provided, that nothing in the foregoing is -------- intended to limit or restrict Buyer in connection with making offers of employment as provided in this Section 3 or with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyassumption of any Employment Contracts.

Employees. (a) Schedule 4.1(a) sets forth an accurate and complete list of all employees of the Sellers ("Employees") engaged in the conduct of the Business together with their current annual base salary (and any incentive compensation paid during the past year), years of service and job title. Schedule 4.1 (a) also sets forth all proposed salary increases for 2002, as well as any salary increases that have been granted since August 31, 2001. Except as set forth on Schedule 4.1(a), there are no Employees who are on disability or not actively at work in performing services on the Closing Date. Prior to the Closing, the Purchaser may interview and offer employment to, as new employees of the Purchaser, any Employees who satisfy Purchaser's employment criteria, other than those listed on Schedule 4.1(a) as "Excluded Employees." Any Employee who is offered Comparable Employment by the Purchaser but does not become a Hired Employee and who accepts employment with any Seller within six months following the Closing Date shall terminatebe deemed to be an "Excluded Employee" and the Sellers shall be required to reimburse the Purchaser for any amounts paid by Purchaser on account of any such Employee pursuant to Section 4.1(j). Those Employees who accept and commence employment with the Purchaser are referred to herein as "Hired Employees". The offer of employment to the Employees (other than Xxxxxxx X. Xxxxx) by the Purchaser shall be for employment at will (except as otherwise required by applicable law) and shall not be construed to limit the ability of the Purchaser to terminate any Hired Employees for any reason and each Hired Employee will be required to execute the Purchaser's standard form of confidentiality agreement for its employees. The Sellers shall provide the Purchaser and its representatives with access to its Employees and the personnel files and other records and files maintained by the Sellers with respect to its Employees and a reasonable opportunity to communicate with the Employees during the period between the signing of this Agreement and the Closing Date, effective and use commercially reasonable efforts to assist the Purchaser in hiring any Employees. (b) The Sellers shall retain all liability for contributions due under a Benefit Plan and/or any payments, benefits, or other items payable from, a Benefit Plan attributable to Employees and Sellers' former employees, and the Purchaser shall assume no liability therefor. Such contributions shall include, but shall not be limited to, the contribution to any cash or deferred arrangement maintained by a Seller of elective deferral contributions and matching contributions with respect thereto which are attributable to deferred compensation relating to services performed by the Employees and Sellers' former employees through the Closing Date. No portion of the assets of any Benefit Plan, other plan, fund, program, agreement, or arrangement, written or unwritten, sponsored or maintained by the Sellers (and no amount attributable to any such plan, fund, program or arrangement) shall be transferred to the Purchaser, and the Purchaser shall not be required to continue any such Benefits Plan, other plan, fund, program or arrangement after the Closing Date. The amounts payable on account of all Benefit Plans, other plans, funds, programs, agreements, or arrangements, written or unwritten, sponsored or maintained by the Sellers shall be determined with reference to the date of the event by reason of which such amounts become payable, without regard to conditions subsequent. The Purchaser shall not be liable for any claim for insurance, reimbursement, or other benefits relating to a Benefit Plan, other plan, fund, program, agreement, or arrangement, written or unwritten, sponsored or maintained by the Sellers, except for (i) accrued vacation attributable to Hired Employees to the extent accrued for on the Closing Date Balance Sheet and determined in accordance with Schedule 4.1(g) and (ii) the reimbursement obligations of Purchaser set forth in Sections 4.1(g), 4.1(i) and 4.1(j), and the obligations of Purchaser under Section 4.1(k). The Purchaser shall not be liable for any claims for damages relating to a Benefit Plan, other plan, fund, program, agreement, or arrangement, written or unwritten, sponsored or maintained by the Sellers. (c) Effective as of the Closing Date, the employment of Sellers shall take all employees listed on Schedule 3.19(a) “Seller’s Employees,” such action as necessary to cause all Hired Employees to cease to participate in all Benefit Plans, and the Purchaser shall neither adopt nor become a sponsoring employer of, or have any obligations with respect to such Benefit Plans. The Sellers shall be solely responsible for, and shall pay indemnify the Purchaser against, any and all costs, expenses, and liabilities which have arisen or may arise in connection with any Benefit Plan, including but not limited to, costs, expenses and liabilities arising from income or excise tax assessments, participant benefit claims, fiduciary conduct, or under Title IV of ERISA, including attorney's fees and related costs incurred in defending such assessments and claims. (d) The Sellers shall retain all liability with respect to Seller’s agreements, contracts, or arrangements entered into with individual Employees and Sellers' former employees regarding continuing streams of payment, provision of benefits, reimbursement obligations, monthly pension arrangements, or any other item promised under such an agreement, contract, or arrangement, regardless of whether the affected Employees become Hired Employees. The Purchaser shall neither become a party to, nor have any obligations with respect to any such agreement, contract, or arrangement. The Sellers shall be solely responsible for, and shall indemnify the Purchaser against, any and all wagescosts, salariesexpenses, commissions and liabilities which have arisen or may arise in connection with any such agreement, contract, or arrangement, including but not limited to, costs, expenses, and liabilities arising from income or excise tax assessments, claims for damages relating to contract or fiduciary breach, claims relating to discrimination under any federal, state, or local employment related law, or attorney's fees and related costs incurred in defending such assessments and claims. Notwithstanding the provisions of this Section 4.1(d), the Sellers shall have no obligations regarding the payment of salary, commissions, benefits or separation payments for any period after the Closing Date with respect to the Foreign Employee Agreements. (e) Prior to the Closing Date, the Sellers shall deliver to the Purchaser a copy of the most recent IRS favorable determination letters obtained with regard to each of its Qualified Plans. (f) At the Purchaser's request, but only if anyand to the extent transferable, the Sellers shall (i) assign to the Purchaser any policies of insurance for the provision of health or welfare benefits to Hired Employees and bonuses which are due to themadministrative contracts relating thereto, including, without limitation, all unused Paid Time Off as defined the arrangements referred to under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth items 18 through 24 on Schedule 3.19(a)2.18, and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide use commercially reasonable efforts to obtain any necessary consents to or approvals required to give effect to such Transferred Employees assignments; provided, that the assignment of any such policy shall not be construed as an assumption by the Purchaser of any plan of the Sellers, or any liability thereunder if not otherwise payable pursuant to the terms of the policy. (as a groupg) during their employment The Purchaser shall not be responsible for (i) any obligations with Purchaser with employee benefit plansrespect to any individual who is or was an Employee, programs and policies (other than equity(A) accrued vacation attributable to Hired Employees to the extent accrued on the Closing Date Balance Sheet and determined in accordance with Schedule 4.1(g), which schedule describes the amount owed to each Employee as of December 31, 2001 on an employee-based plansby-employee basis and will be updated through the Closing Date (which updated Schedule will be delivered by the Sellers to the Purchaser promptly following the Closing, programs but in no event later than thirty (30) days after the Closing Date), and (B) the amounts described in Sections 4.1(h), 4.1(i) and 4.1(j), (ii) any claims (including without limitation workers compensation and disability claims) regarding all injuries or policiesillnesses occurring prior to the Closing Date regardless of when reported, or (iii) that are substantially similar in providing continuation health coverage as required under Part 6 of Subtitle B of Title I of ERISA with respect to any individual who is or was an Employee, other than continued health coverage obligations relating to (x) Hired Employees with respect to benefit plans of the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate a Hired Employee commences participation after the Closing Date shall be and (y) the Employees referred to hereinafter as, the “Purchaser Plans”in Section 4.1(k). Notwithstanding the foregoing, the Purchaser shall, upon reasonable request of the Sellers, reimburse the Sellers for properly documented payments actually made by Sellers after the Closing Date to, or on behalf of, Hired Employees in connection with workers compensation claims, disability claims and medical expenses, in each case arising out of events occurring prior to the Closing Date regardless of when reported and only to the extent accrued or reserved against on the Closing Date Balance Sheet, but in no event more than (i) $800,000 for workers compensation claims, (ii) $0 for disability claims and (iii) $800,000 for medical expenses. With respect to medical expenses only, in the event that actual claims are less than $800,000, then, at any time after August 31, 2002, the Sellers may provide written notice to Purchaser stating that all medical expenses of Hired Employees arising out of events occurring prior to the Closing Date have been satisfied and request that the Purchaser remit to the Sellers an amount equal to $800,000 minus the amount which the Purchaser shall not be required have previously reimbursed Sellers for medical expenses pursuant to provide this Section 4.1(g). Purchaser shall pay such amount to the Transferred Employees Sellers within five (5) Business Days after Purchaser's receipt of such notice and thereafter shall have no obligation to reimburse the Sellers for medical expenses under this Section 4.1(g). (h) The Purchaser shall pay to any Hired Employee any commission arising out of sales made prior to the Closing to the extent such commissions are accrued on the Closing Date Balance Sheet; provided that in no event shall the Purchaser make any such payments in connection with any benefits Benefit Plan. (i) Within five (5) Business Days after the Purchaser's receipt of a written request of the Sellers, the Purchaser shall reimburse the Sellers for properly documented payments actually made to individuals who were Employees as of the Closing Date who are not offered Comparable Employment by the Purchaser (other than Excluded Employees) and who sign an appropriate release (a copy of which shall be delivered to the Purchaser as a condition precedent to reimbursement) for (A) Separation Payments and (B) accrued vacation to the extent accrued on the Closing Date Balance Sheet and determined in accordance with Schedule 4.1(g). The Sellers shall use commercially reasonable efforts to include the Purchaser and its affiliates as released parties under the above-referenced release. (j) Within five (5) Business Days after the Purchaser's receipt of a written request of the Sellers, with respect to individuals who were Employees as of the Closing Date who are offered Comparable Employment by the Purchaser and who do not become Hired Employees (other than Excluded Employees) and who sign an appropriate release (a copy of which shall be delivered to the Purchaser as a condition precedent to reimbursement) (A) the Purchaser shall reimburse Sellers for fifty percent (50%) of all properly documented payments actually made by Sellers for Separation Payments and (B) the Purchaser shall reimburse Sellers for all properly documented payments actually made by Sellers for accrued vacation to the extent accrued on the Closing Date Balance Sheet and determined in accordance with Schedule 4.1(g). The Sellers shall use commercially reasonable efforts to include the Purchaser and its affiliates as released parties under the above-referenced release. (k) The Purchaser shall provide continuation health coverage as required under Part 6 of Subtitle B of Title I of ERISA with respect to any defined benefit pension plan or retiree medical plan of Purchaser that individual who is frozen an Employee as of the Closing Date, unless otherwise required or was an employee prior to the Closing Date, but does not become a Hired Employee (other than an Excluded Employee), provided that either (A) such continuation coverage was directly affected by law the Closing, or (B) the terms qualifying event triggering such continuation coverage is the sale of any such planassets effectuated by this Agreement. If there are In no similarly situated employees event, however, shall the Purchaser be responsible for the administration, sponsorship, or funding of Purchaser or its Affiliates, the Seller's health programs. The Purchaser shall provide administer such Transferred Employees (as continuation health coverage with respect to collection of premiums and the termination of coverage on account of non-receipt of premiums in a group) manner consistent with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, manner in which case Seller hereby agrees to provide the Purchaser administers COBRA coverage for its employees generally. The Purchaser shall establish premiums for such coverage in a reasonable and nondiscriminating manner. Within five (5) Business Days after the Sellers' receipt of a written request of the Purchaser, upon written request, with any information reasonably required the Sellers shall reimburse the Purchaser for all properly documented payments actually made by Purchaser in order connection with Purchaser's obligation to provide health coverage under this Section 4.1(k) to those persons listed on Schedule 2.18(k) and any other employees of the Sellers who have a COBRA qualifying event between the date hereof and the Closing Date, (other than those for it to fulfill whom the qualifying event triggering such obligation. Neither Purchaser nor Purchaser Plans shall receive continuation coverage is the sale of assets fromeffectuated by this Agreement), nor be required to assume any liabilities of, in excess of the Benefit Planspremiums actually received by Purchaser. (cl) With respect The Purchaser shall have the right, using counsel of Purchaser's choosing at Purchaser's cost, to initiate negotiations and reach a settlement with counsel for Xxxxxx-Xxxxx Xxxxx with regard to her employment status after the Closing. Offray shall cooperate in all reasonable respects in the execution of any necessary separation and release documents, including having prepared and delivered to counsel for Xx. Xxxxx a letter of withdrawal from Offray's counsel in France who has engaged in previous discussions with counsel to Xx. Xxxxx concerning her employment status. (m) Within five (5) Business Days after the Purchaser's receipt of a written request of the Sellers, the Purchaser Plansshall reimburse the Sellers for all properly documented payments actually made by Sellers for that portion of the payroll account accrual relating to 401(k) contributions and payroll taxes, except in each case, to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause accrued on the waiver of, anyClosing Date Balance Sheet.

Employees. (a) Seller shall terminatePurchasers shall, in the aggregate, offer employment, effective as of the Closing Date, the employment of all employees to each Employee other than those listed on Schedule 3.19(a6.3(a) “Seller’s Employees,” (whether salaried or hourly, and shall pay to Seller’s whether full-time or part-time), whether or not actively employed on the date hereof (e.g., including Employees all wageson vacation and leave of absence, salariesincluding maternity, commissions (if any) and bonuses which are due to themfamily, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Datesick or short-term disability leave). Xxxxxxxxx agrees to make Each Employee who accepts an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by from a Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “"Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis". (b) It is hereby acknowledged and agreed that the Sellers shall have no liability of any type or nature in relation to any Transferred Employee or any Employee who does not accept an offer of employment from a Purchaser shall made pursuant to Section 6.3(a), other than any such liabilities arising prior to the Closing Date and which are not subject to indemnification by Purchasers as set forth in the following sentence. Purchasers hereby agree, jointly and severally, to indemnify and hold harmless Sellers from any payments with respect to claims for severance, bonus, accrued vacation, or other employee benefit obligations imposed upon, incurred or suffered by Sellers arising out of or relating to (i) provide each Transferred Employeeany Employee who does not does not accept an offer of employment from a Purchaser made pursuant to Section 6.3(a) (including any claims thereby for severance payments, for the one-year period ending on the first anniversary of the Closing Datebonus payments, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(aaccrued vacation payments or benefits payments) with respect to such Transferred Employee and (ii) provide such any of Purchasers' actions with regard to any Transferred Employees Employee (as a group) during their including termination of employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”thereof). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect Each Purchaser hereby acknowledges and understands that Sellers have issued notice under the applicable California Worker Adjustment and Retraining Notification requirements (Assembly Xxxx 2957, Chapter 4, Part 4, Sections 1400-1408, California Labor Code) on October 1, 2003 applicable to a sixty (60) day period from such date. Each Purchaser Plans, except hereby acknowledges and agrees that the issuance of the notice referred to in the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is foregoing sentence and the legal requirements resulting therefrom do not constitute a medical or health plan, waive, or cause the waiver of, anyMaterial Adverse Effect.

Employees. (a) Schedule 5.9(a) sets forth the name, title, base rate of salary or wages, bonus eligibility, date of hire, years of service, exempt or non exempt status and active or inactive status, of each full-time and part-time employee of Seller assigned exclusively to the operations of the Business as of the date hereof or prior to the Closing (collectively, the "Employees"). Except for the Excluded Employees, no later than ten (10) days prior to the Closing Date, Purchaser will make offers of employment to each of the Employees, including those Employees who are on military leave, family leave, sick leave, vacation, or other temporary leave of absence as of such date, subject to the provisions of Section 5.9(b). Each employment offer made pursuant to this paragraph will be for employment (i) effective after the Closing Date; (ii) at the same or greater rate of annual base salary or wages that is in effect with respect to such Employee as of the day immediately preceding the Closing Date; and (iii) that will allow such Employee to participate in the employee benefit plans, programs, polices and arrangements of Purchaser and/or its Affiliates (collectively, the "Purchaser Plans") on terms no less favorable in the aggregate than those that apply to similarly situated employees of Purchaser. Subject to the express agreements of Purchaser contained in this Section 5.9, nothing contained herein shall terminatebe deemed to limit the ability of Purchaser, following the Closing Date, to (A) terminate the employment of any Hired Employee or (B) amend, modify or terminate any Purchaser compensation policy or Purchaser Plan in accordance with its terms, so long as, during the eighteen (18) month period following the Closing Date, any such amendment, modification or termination is applicable with respect to Purchaser's employees generally and does not solely affect the Hired Employees. For all purposes under each employee benefit plan, program, policy or arrangement maintained by or on behalf of Seller (collectively, the "Seller Plans"), Hired Employees (as such term is defined in Section 5.9(c) below) will be deemed to have terminated employment with Seller as of the Closing Date. (b) Notwithstanding anything to the contrary contained in Section 5.9(a), as of the Closing, any Employee who is on leave under the provisions of the Family Medical Leave Act, on leave and receiving workers compensation benefits, or receiving benefits under Seller's short-term disability program shall be deemed to be an employee of Seller until such time as the employee is no longer on such leave, receiving workers compensation benefits or eligible for benefits under Seller' short-term disability program. At such time Purchaser shall offer such Employee employment in accordance with provisions of this Section 5.9; provided, that such time occurs within 100 days following the Closing Date; and provided, further, that Purchaser shall not be required to hire any such Employee unless he or she has been certified as able to return to work by his or her treating physician. (c) Each Employee who accepts Purchaser's offer of employment made pursuant to Section 5.9(a) and who remains employed with Seller as of the Closing Date will be referred to herein as a "Hired Employee." For the purposes of this Agreement, except with respect to Employees referenced in Section 5.9(b), any Employee who fails to accept in writing employment with Purchaser by the Closing Date will be deemed to have rejected employment with Purchaser effective as of the Closing Date and will not be treated as a Hired Employee. On the Closing Date, Purchaser shall provide Seller with a list of Employees who have accepted employment with Purchaser as of the Closing Date. (d) With respect to Hired Employees, Purchaser shall assume and honor the obligation to provide or pay the Hired Employees with respect to their accrued but unpaid vacation time as of the Closing Date, in accordance with Seller's policy as in effect as of the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay Closing Date, as disclosed to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up Purchaser prior to the Closing Date, for which Purchaser shall receive reimbursement pursuant to Section 2.7(d). Xxxxxxxxx agrees With respect to make an offer those employees of the Business who receive offers of employment from Purchaser in accordance with Section 5.9(a) but do not accept such offers of employment, the employment of such individuals with Seller and its Affiliates shall be terminated as of the Closing Date and Seller will be liable for payment of vacation time accrued but unpaid as of the Closing Date in accordance with Seller's policies as in effect as of the Closing Date. (e) Seller will retain responsibility for any legally mandated continuation of health coverage and related notices for any Employee who has a loss of health care coverage due to each a "qualifying event," within the meaning of Seller’s Employees Section 4980B of the Code, which occurs on or before prior to the Closing Date. (f) Purchaser will credit each Hired Employee's full and partial years of service with Seller for purposes of eligibility (but not for purposes of benefit accrual) under the Purchaser Plans and for purposes of determining the level of benefits under any Purchaser Plan that is a vacation pay plan; provided, that such crediting of service will not result in a duplication of the benefits that shall have been paid or that shall be payable by Seller to such Hired Employee under any of the Seller Plans. With respect to the participation of any Hired Employee in a Purchaser Plan that relates to health, sickness, salary continuation, or short-term or long-term disability benefits, Purchaser will (i) waive all waiting periods for participation or coverage to the extent that, as of the day immediately preceding the Closing Date, such waiting period shall have been waived or satisfied with respect to such Hired Employee under the terms of the analogous Seller Plan, and (ii) to the extent required by applicable law, waive all pre-existing condition limitations to the extent that, as of the day immediately preceding the Closing Date, such limitations shall have been waived with respect to such Hired Employee under the terms of the analogous Seller Plan. The Hired Employees shall be vested in their full and partial years of service under the Purchaser Savings Plan. (g) As of the Closing, and for a period of one year from and after the Closing Date, Purchaser will provide Hired Employees severance benefits equal to one week of severance benefits for each year of service; however, such severance benefits shall not exceed six (6) weeks nor be less than two (2) weeks, taking into account for this purpose the service of such Hired Employee with Seller, plus the term of his or her employment with Purchaser, provided that such Hired Employee is not terminated for cause. (h) Purchaser shall cause each Hired Employee who is covered under, or eligible to participate in, the tax-qualified 401(k) savings plan maintained by Seller (the "Seller Savings Plan") immediately prior the Closing Date to be covered under a 401(k) savings plan maintained by Purchaser (the "Purchaser Savings Plan") immediately following the Closing Date. Seller shall cause to be transferred from the Seller Savings Plan to the Purchaser Savings Plan the full cash value of the Hired Employees' vested account balances under the Seller Savings Plan, including any outstanding participant loans, and Purchaser shall cause the Purchaser Savings Plan to accept such transfer. The transfer of assets and the related liabilities shall take place as soon as practicable following the Closing Date; provided, however, that in no event shall the transfer take place until Seller has provided Purchaser with a favorable determination letter from the Internal Revenue Service with respect to the qualification of the Seller Savings Plan under Section 401(a) of the Code; and Seller has no Knowledge that any offer event has occurred since its receipt of employment to, such letter that would adversely affect the qualification of such Seller Savings Plan. Seller and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements Seller Savings Plan shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser relieved of the liability for the Hired Employees' accounts under the Seller Savings Plan following the transfer of assets and a Transferred Employee, offers of employment shall be on an at-will basisliabilities described in this paragraph. (bi) Purchaser shall (i) provide agrees that each Transferred Employee, for Hired Employee currently participating in the one-year period ending on the first anniversary of Seller's written sales bonus plan provided to Purchaser prior to the Closing Date, a rate will continue under the terms of base such plan through calendar year 2001. As soon as is practicable following the end of 2001, Purchaser shall pay that is no less than the rate amount of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time bonuses earned for the benefit of similarly situated employees of Purchaser or calendar year 2001 between April 1, 2001 and the Closing Date and compensate any Hired Employee under such plan for its Affiliates (pro-rata portion for any such employee benefit plans, programs or policies of bonus for services rendered to the Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred through the end of calendar year 2001; provided, however, that pursuant to hereinafter as, the “Purchaser Plans”Section 2.7(d). Notwithstanding the foregoing, Purchaser shall not be required credited for any portion of such bonus earned prior to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of on the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller Prior to the Sale Hearing, the Buyer shall terminatemake offers of employment, effective as of the Closing Date, the employment of to all employees of the Business listed on Schedule 3.19(a7.13(a) “Seller’s Employees,” and shall pay provide the Sellers with the general terms of such offers, which shall include similar responsibilities and the same base salary or wages as applied to Seller’s Employees all wagessuch employee on October 31, salaries2002 (except for ordinary course raises, commissions (if anywhich would not be in excess of 4% on an 45 <PAGE> individual basis) and bonuses which are with benefits that are, in the aggregate, substantially comparable to those provided to similarly situated employees of the Buyer. Each employee who becomes an employee of the Buyer pursuant to this transaction shall be referred to herein as a "Listed Employee". Any employee listed on Schedule 7.13 (a) who is absent from work on the Closing Date due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up disability or an approved leave of absence shall not become a Listed Employee unless and until he or she accepts the Buyer's offer of employment and returns to work within six (6) months after the Closing Date. Xxxxxxxxx agrees Nothing in this Section 7.13(a) shall entitle any employee to make an offer remain in the employment of employment the Sellers or the Buyer, or affect the right of the Buyer to each terminate any employee benefit plan as defined in Section 3(3) of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser ERISA or any of its Affiliates ofother compensation or benefit plan, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’agreement, as applicableprogram, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is policy or arrangement or any provision thereof at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisany time. (b) Purchaser The Buyer shall extend to all Listed Employees eligibility to participate in employee benefit and compensation plans that are substantially comparable to the employee benefit and compensation plans that the Buyer offers to its general employee population. The Buyer shall take all action necessary and appropriate to extend coverage, effective as soon as reasonably practicable after the Closing Date, under a 401(k) plan (ithe "Buyer 401(k) provide Plan") to all Listed Employees having account balances under the Insilco Technologies, Inc. 401(k) Plan (the "Sellers' 401(k) Plan"). The Sellers shall cause to be made all contributions required under the Sellers' 401(k) Plan for all periods prior to the Closing Date, and the Buyer shall have no responsibility therefor, and the Sellers shall cause each Transferred EmployeeListed Employee to become fully vested in his or her account balance under the Sellers' 401(k) Plan as of the Closing Date. As soon as reasonably practicable after the Closing Date, for the one-year period ending on Sellers shall cause the first anniversary Sellers' 401(k) Plan to make available to the Listed Employees distributions of their account balances under such plan. The Buyer agrees to cause the Buyer 401(k) Plan to accept direct rollover contributions of any such distributions from the Sellers' 401(k) Plan that are "eligible rollover distributions" within the meaning of Section 402(c)(4) of the Code, subject to the terms of the Buyer 401(k) Plan. Effective as of the Closing Date, PCMCI shall cease making contributions to the 401(k) plan it maintains (the "PCMCI 401(k) Plan") on behalf of employees of PCMCI (except for contributions for periods ending on or prior to the Closing Date), and such employees shall cease making contributions to such plan. Effective as of the Closing Date, the Buyer shall assume and become the sponsoring employer under the PCMCI 401(k) Plan. (c) Effective as of the Closing Date, or, if later, as of the termination of the Sellers' group health plans the Buyer will provide COBRA continuation coverage as required under COBRA for those qualified beneficiaries identified in Schedule 7.13(a), and any other qualified beneficiary with respect to a rate covered Employee of base pay that the Sellers, provided such qualified beneficiary is no less than the rate of base pay set forth on Schedule 3.19(aan "M & A qualified beneficiary" as defined in Treasury Regulation Section 54.4980-9 Q&A 4(a) (or any successor regulation thereto) with respect to such Transferred Employee the transactions contemplated herein. Such coverage shall continue only to the extent required under COBRA and (ii) provide such Transferred Employees (as a group) during their employment shall be comparable to that provided with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate respect to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates the Buyer. (d) From and after the Closing Date, the Buyer shall, with respect to any such employee welfare benefit plans, programs or policies of Purchaser or its Affiliates plan in which Transferred Employees become any Listed Employee may be eligible to participate after the Closing Date cause any limitations as to pre-existing conditions and any exclusions and waiting periods to be waived with respect to the Listed Employees and their eligible dependents. 46 <PAGE> (e) The Buyer shall be referred to hereinafter as, responsible for any liability or obligation under WARN or Canadian Collective Dismissal Legislation in respect of any employee or former employee of the “Purchaser Plans”). Notwithstanding Business arising in whole or in part out of actions taken or not taken by the foregoing, Purchaser shall Buyer in accordance with this Section 7.13 or any action otherwise taken or not be required to provide taken by the Transferred Employees with any benefits under any defined benefit pension plan Buyer on or retiree medical plan of Purchaser that is frozen as of after the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (cf) With respect Each of the Sellers covenants that it will not take any action that will impede in any way the Buyer's obtaining (at the Buyer's expense) noncompetition agreements from certain employees to Purchaser Planswhich the Buyer has extended offers of employment and are identified by the Buyer. The Sellers and the Buyer shall mutually cooperate with each other prior to and following the Closing in effectuating any communications, except elections, access to the extent otherwise required by applicable lawpopulations, Purchaser shall use commercially enrollments, payroll transitions and such other actions as may be necessary or reasonable efforts to (i) with respect to each participants in any Employee Plan and/or employment, consulting or such Purchaser Plan other agreement in connection with the actions contemplated under this Section 7.13. Each of the Sellers covenants that is a medical or health plan, waive, or cause it shall permit the waiver of, anyBuyer's reasonable and appropriate discussions with employees of the Business during the period of time between the Sale Hearing and the Closing Date.

Employees. (a) Seller shall terminate, effective as To the extent permissible under the applicable provisions of the Closing DateCode and ERISA, (i) for purposes of crediting periods of service for eligibility to participate and vesting under the employment section 401(k) plan maintained by Acquirer, individuals who are employees of all employees listed on Schedule 3.19(a) VBI or any Subsidiary at the Effective Time (“Seller’s Covered Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any”) and bonuses which are due who become eligible to them, including, without limitation, all unused Paid participate in such plan will be credited with periods of service with VBI or any Subsidiary before the Effective Time Off as defined under Seller’s policies accrued up if such service had been with Acquirer to the Closing Date. Xxxxxxxxx agrees to make an offer same extent such service was recognized by VBI for the same purpose and (ii) for purposes of employment to each determining eligibility for vacation under Acquirer's vacation policy, Covered Employees who become employees of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser Acquirer or any of its Affiliates ofSubsidiaries as of the Effective Time will be credited with periods of service with VBI or any Subsidiary before the Effective Time as if such service had been with Acquirer to the same extent such service was recognized by VBI for the same purpose; provided, in each case, that in no event shall prior service be recognized to the extent that to do so would result in a Seller’s Employee are subject to all duplication of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisbenefits. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of If required by Acquirer in writing delivered to VBI not less than five business days before the Closing Date, VBI and each Subsidiary, as applicable, shall, effective as immediately prior to or after the Closing Date (at Acquirer’s election), (i) terminate any Plan that includes a rate qualified cash or deferred arrangement within the meaning of base pay that is Code Section 401(k) (collectively, the “401(k) Plans”) and no less than further contributions shall be made to any 401(k) Plan after such termination, (ii) freeze the rate 401(k) Plans and no further contributions shall be made to any 401(k) Plan after such freeze, or (iii) cause the 401(k) Plans to be merged in to the Acquirer 401(k) Plan as soon as administratively possible after the Closing Date and the participants of base pay set forth on Schedule 3.19(athe 401(k) with respect Plans shall be governed by the Acquirer 401(k) Plan. VBI shall provide to Acquirer (i) certified copies of resolutions adopted by the Board of Directors of VBI or such Transferred Employee Subsidiary, as applicable, authorizing any such termination or amendment and (ii) provide an executed amendment to each 401(k) Plan in form and substance reasonably satisfactory to Acquirer to conform the plan document for such Transferred Employees (as a group) during their employment Plan with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as all applicable requirements of the Closing Date, unless otherwise required by law or Code and regulations thereunder relating to the terms tax-qualified status of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansPlan. (c) With respect to Purchaser PlansAfter the Effective Time, except to the extent that Acquirer or its Subsidiaries continues Plans in effect, Covered Employees will be eligible for employee benefits that Acquirer or its Subsidiaries, as the case may be, provide to similarly situated employees generally and, except as otherwise required by this Agreement, on substantially the same basis as is applicable lawto such employees, Purchaser provided that nothing in this Agreement shall use commercially reasonable efforts require any duplication of benefits. With respect to any health, dental or vision plan of VBI or any of its Subsidiaries in which any Covered Employee is eligible to participate in the plan year that includes the year in which the Effective Time occurs, Acquirer will or will cause its Subsidiaries to (i) waive any limitations as to pre-existing condition exclusions and waiting periods for participation and coverage that are applicable under the health, dental or vision plans of Acquirer to the same extent such limitation would have been waived or satisfied under the corresponding Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) credit Covered Employees for an amount equal to the credit that any such employee had received as of the Effective Time towards the satisfaction of any co-insurance, co-payment, deductible or out-of-pocket limit under the comparable employee welfare benefit plans of VBI or its Subsidiaries, to the extent the applicable information is provided to Acquirer in a form that Acquirer reasonably determines is administratively feasible to take into account under its plans. (d) After the Merger, Acquirer and each relevant Acquirer Subsidiary will honor and perform the obligations of VBI and its Subsidiaries under, the contracts, plans and arrangements listed in Sections 6.5(d) and 3.12 (relating to employment) of the VBI Disclosure Schedule in accordance with respect their terms. (e) If a Covered Employee has his or her employment terminated by Acquirer or any of its Subsidiaries other than for “cause,” subject to each the execution, delivery and non-revocation of a general release of claims in favor of the Acquirer, VBI and their respective Subsidiaries, such Purchaser Plan that is a medical terminated Covered Employee shall be entitled to severance pay as described on Exhibit A to Schedule 6.5(e). (f) No provision of this Section 6.5 shall create any third party beneficiary rights in any current or health former employee (including any beneficiary or dependent thereof). Nothing contained herein shall prevent Acquirer from terminating the employment of any Covered Employee or amending or terminating the terms of any benefit plan, waive, or cause the waiver of, any.

Employees. (a) Seller shall terminateNeither Purchaser nor Acquisition has, effective or contributes to, any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan or has any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance, or other benefits, except as of set forth in Schedule 3.10(a). The Purchaser has made available to the Closing Date, the employment Seller: (i) true and correct copies of all employees listed on documents evidencing plans, obligations, or arrangements referred to in Schedule 3.19(a3.10(a) “Seller’s Employees,” (or true and shall pay correct written summaries of such plans, obligations, or arrangements to Seller’s Employees all wages, salaries, commissions (if anythe extent not evidenced by documents) and bonuses which are due to themtrue and correct copies of all documents evidencing trusts, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment tosummary plan descriptions, and any employment by Purchaser other summaries or descriptions relating to any such plans; (ii) the two most recent annual reports (Form 5500's), if any, including all schedules thereto and the most recent annual and periodic accounting of its Affiliates of, a Seller’s related plan assets with respect to each Employee are Benefit Plan; and (iii) the two most recent actuarial valuations with respect to each Pension Plan subject to all Title IV of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisERISA. (b) If any Employee Benefit Plan of Purchaser shall or of Acquisition were to be terminated on the day prior to the date of the Closing, (i) provide each Transferred Employee, for the one-year period ending on the first anniversary no liability under Title IV of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee ERISA would be incurred by Purchaser or Acquisition and (ii) provide all Accrued Benefits to such Transferred Employees day prior to the date of the Closing (as a groupwhether or not vested) during their employment would be fully funded in accordance with Purchaser with employee the assumptions contained in the regulations of the Pension Benefit Guaranty Corporation governing the funding of terminated defined benefit plans, programs and policies . All Accrued Liabilities (other than equity-based plans, programs for contributions or policiesotherwise) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen Acquisition as of the date of the Closing Dateto each Employee Benefit Plan and with respect to each obligation to or customary arrangement with employees for bonuses, unless otherwise required by law incentive compensation, vacations, severance pay, insurance, or other benefits have been paid or accrued for all periods ending prior to the terms date of the Closing and no payment to any Employee Benefit Plan or with respect to any such plan. If there are no similarly situated employees of obligation or arrangement since the Last Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate Balance Sheet Date has been disproportionately large compared to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansprior payments. (c) With There has been no violation of the reporting and disclosure requirements imposed either under ERISA or the Code for which a penalty has been or may be imposed with respect to any Employee Benefit Plan of Purchaser Plansor of Acquisition. No Employee Benefit Plan or related trust has any liability of any nature, accrued or contingent, including without limitation liabilities for Taxes, other than for routine payments to be made in due course to participants and beneficiaries, except as set forth in Schedule 3.10(c). Each Employee Benefit Plan which is a group health plan within the meaning of Section 4980B(g)(ii) of the Code is and has been maintained in full compliance with the applicable requirements of Section 4980B(f) of the Code. Other than the health care continuation requirements of Section 4980B(f) of the Code, neither Purchaser nor Acquisition has any obligation to the extent otherwise required by applicable lawprovide post-retirement medical benefits or life insurance coverage to any present or former employees. There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect (or any basis therefor known to Purchaser shall use commercially reasonable efforts to (ior Acquisition) with respect to each such Purchaser any Employee Benefit Plan that is a medical or health planrelated trust or with respect to any fiduciary, waiveadministrator, or cause the waiver sponsor (in its capacity as such) of any Employee Benefit Plan. No Employee Benefit Plan or related trust and no such obligation or arrangement is in violation of, anyor in default with respect to, any applicable law, rule, regulation, order, judgment, or decree nor is Purchaser, Acquisition, any Employee Benefit Plan of Purchaser or Acquisition, or any related trust required to take any action in order to avoid violation or default. No event has occurred or is threatened or about to occur which would constitute a prohibited transaction under Section 406 of ERISA. (d) Each Pension Plan maintained for the employees of Purchaser or of Acquisition has been qualified, from its inception, under Section 401(a) of the Code and any related trust has been an exempt trust for such period under Section 501 of the Code. Each such Pension Plan has been operated in accordance with its terms. No investigation or review by the Internal Revenue Service is currently pending or, to the knowledge of Purchaser or Acquisition, is contemplated in which the Internal Revenue Service has asserted or may assert that any such Pension Plan is not qualified under Section 401(a) of the Code or that any related trust is not exempt under Section 501 of the Code. No assessment of any federal taxes has been made or, to the knowledge of Purchaser or Acquisition, is contemplated against Purchaser, Acquisition, or any related trust of any such Pension Plan and nothing has occurred which would result in the assessment of unrelated business taxable income under the Code. Form 5500's have been timely filed with respect to all Pension Plans of Purchaser and Acquisition. No event has occurred or, to the knowledge of Purchaser or Acquisition, is threatened or about to occur which would constitute a reportable event within the meaning of Section 4043(b) of ERISA. No notice of termination has been filed by the plan administrator pursuant to Section 4041 of ERISA or issued by the Pension Benefit Guaranty Corporation pursuant to Section 4042 of ERISA with respect to any Pension Plan of Purchaser and Acquisition. (e) Neither Purchaser nor Acquisition currently contributes to or since September 16, 1980 has effectuated either a complete or partial withdrawal from any multiemployer Pension Plan within the meaning of Section 3(37) of ERISA. (f) Schedule 3.10(f) contains a true and correct statement of the names, relationship with Purchaser, present rates of compensation (whether in the form of salary, bonuses, commissions, or other supplemental compensation now or hereafter payable), and aggregate compensation for the fiscal year ended December 31, 1999 of (i) each director, officer, or other employee of Purchaser or of any Purchaser Subsidiary whose aggregate compensation for the fiscal year ended December 31, 1999 exceeded $25,000 or whose aggregate compensation presently exceeds the rate of $25,000 per annum and (ii) all sales agents, dealers, or distributors of Purchaser or of any Purchaser. Since December 31, 1999, neither Purchaser nor Seller has changed the rate of compensation of any of its directors, officers, employees, agents, dealers, or distributors, nor has any Employee Benefit Plan or program been instituted or amended to increase benefits thereunder.

Employees. (a) Seller Employment Offers; Severance. With respect to each person ---------------------------- employed full-time or part-time by the Government Base Business immediately prior to the Closing Date (other than persons absent from work due to long-term disability and persons on any unpaid leave of absence) (collectively, "GBB Employees"), Purchaser shall, effective as the Closing Date, offer employment to each such GBB Employee, at a salary at least equal to such GBB Employee's current salary, for a position (including seniority level) comparable to the GBB Employee's current position (except that the title of such positions shall terminatebe in accordance with Purchaser's usual and customary practice for similarly situated employees). Such offers of employment shall include, effective as of the Closing Date, employee benefits substantially equivalent in the aggregate to those offered by Purchaser to its similarly situated employees, with the understanding that, in the event a GBB Employee is terminated by Purchaser for reasons other than cause within 180 days following the Closing Date, Purchaser will pay the GBB Employee an amount at least equal to the severance set forth on Schedule 5.7. Further, in the event that (i) a GBB Employee is ------------ offered employment at a location not within 70 miles of the GBB Employee's current worksite and such GBB Employee does not accept such offer of employment or (ii) within 180 days following the Closing Date, Purchaser shall offer a transfer of employment to a GBB Employee at a location not within 70 miles of the GBB Employee's current worksite and such GBB Employee does not accept such transfer and his or her employment is terminated (whether by Purchaser or the GBB Employee), then Purchaser shall pay the affected GBB Employee severance in an amount at least equal to the severance set forth in Schedule 5.7. Without ------------ limiting the employee benefits substantially equivalent in the aggregate to those offered to similarly situated employees, effective as of the Closing Date, the employment GBB Employee's rate of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and accrual of vacation time shall pay be substantially equivalent to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s 's policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable currently applicable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the FacilityGBB Employee. Each of Seller’s Employees who accepts such Purchaser's obligation to offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are benefits substantially similar equivalent in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time offered to time for the benefit of similarly situated employees of the Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter aslimited, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health any defined benefit pension plan, waiveto extending coverage under Purchaser's salaried employee defined benefit pension plan to the GBB Employees effective January 1, or cause 2000 and Purchaser shall determine in its sole discretion, the waiver ofterms and conditions upon which such coverage may be extended and (ii) with respect to Purchaser's salaried investment and savings plan ("Purchaser's Savings Plan"), anyto extending such plan to the GBB Employees as soon as administratively practicable after the Closing Date.

Employees. (a) Seller Sellers shall terminateterminate the employment of each of the employees set forth on Schedule 9.2 attached hereto (collectively, effective the “Business Employees”) as of the Closing Date, the employment end of all employees listed business on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees Upon the Closing, the Buyer shall offer or cause to make an be offered, to each Business Employee, employment (subject to the usual and customary interview and screening process used by such entity making such offer) at a compensation (salary or hourly wage, as applicable) at least equal to such Business Employee’s current compensation from Sellers and with benefits that are at least equal to the benefits offered by Buyer (or such other entity making such offer) to similarly situated employees. Any Business Employee accepting the Buyer’s offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to herein as a “Transferred Employee.” Unless otherwise agreed between Purchaser Buyer shall provide Sellers with prompt notice if any employee that does not accept Buyer’s offer of employment. **** This material has been omitted pursuant to a request for confidential treatment and a Transferred Employee, offers of employment shall be on an at-will basisfiled separately with the Securities and Exchange Commission. (b) Purchaser It is understood that Buyer shall not be deemed to have assumed or be responsible for (i) provide each except to the extent explicitly provided herein, any accrued salary and wages earned by any Transferred Employee, vacation, sick and personal days accrued and payable (in accordance with Transferor’s past practices and to the extent required by applicable law) for each such employee, through the one-year period ending on the first anniversary of Closing Date (which amount Sellers shall pay to each Transferred Employee no later than the Closing Date), a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and or (ii) provide such any disability or workers’ compensation benefits for any Transferred Employees (as Employee on leave of absence pursuant to Transferor’s Family and Medical Leave of Absence Policy or due to a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equitywork-based plans, programs related injury or policies) illness that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any receiving such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date. Sellers shall remain liable for all group health plan continuation coverage pursuant to the requirements of Section 601, unless otherwise required by law or et seq. of ERISA and Section 4980B of the terms Code (“COBRA”), for all of any such plan. If there are no similarly situated its employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for whom it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be is required to assume offer the same under applicable law. Sellers acknowledge and agree that Buyer is not assuming any liabilities of, the Benefit Plansof Sellers’ obligations to its employees and/or qualified beneficiaries under COBRA or otherwise. (c) With Buyer shall have no obligation or responsibility for any liabilities or obligations of Sellers relating to (1) any Sellers’ employee who is not a Transferred Employee, and/or (2) any Transferred Employee for any period prior to such Transferred Employee becoming an employee of the Buyer or Buyer’s warehouse vendor. (d) Nothing in this Section 9.2 shall be deemed to make any employee of Sellers a third party beneficiary of any term or provision of this Agreement. (e) Sellers hereby consent to the hiring of any such Business Employee by Buyer and waives, with respect to Purchaser Plansthe employment by Buyer of such employees, except any claims or rights Sellers may have against Buyer or any such employee under any non-competition, confidentiality or employment agreement. Between the Closing Date and the one year anniversary date thereof, neither Sellers nor any affiliate of Sellers shall, directly or indirectly, alone or in conjunction with any other party, solicit, induce or attempt to solicit or induce for employment or consulting or similar services or otherwise engage or employ any Transferred Employee. Nothing set forth in this paragraph (c) shall restrict a party from conducting general solicitations (including through advertisements and/or search firms) not directly targeted to prohibited individuals or to employ any prohibited individual who has not been employed by the other party for a period of at least 90 days. (f) Sellers shall indemnify and defend and hold Buyer harmless from any claim asserted against Buyer by any (i) Sellers’ employee who is not a Transferred Employee, and/or (ii) Transferred Employee in respect of, or arising during, any period prior to such Transferred Employee becoming an employee of the Buyer or Buyer’s warehouse vendor. Buyer shall indemnify and defend and hold Sellers harmless from any claim asserted against Sellers by any Transferred Employee to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts such claim relates to (i) with respect to each matters arising from and after such Purchaser Plan that is a medical Transferred Employee became an employee of the Buyer or health plan, waive, or cause the waiver of, anyBuyer’s warehouse vendor.

Employees. (ai) Seller On the date hereof or as soon as reasonably practicable thereafter, the Company shall terminateprovide notice under WARN to each of the employees of the Company other than those that are terminated immediately following the execution of this Agreement, effective in the form attached hereto as EXHIBIT J, with respect to a potential "plant closing" or "mass layoff" (as defined under WARN). Included with such notices to employees as to whom the Buyer has stated its intention to make an offer of continued employment shall be information about Buyer and employment application forms to enable the employees to apply for positions with Buyer to commence upon the termination of their employment with the Company. (ii) The Buyer agrees to make offers of employment, with employment to commence the next business day following the Closing, to all of the Company's represented employees employed in the Business on the Closing Date and not less than 193 of the remaining or non-represented employees employed on the Closing Date. Except as set forth in Section 6(f)(ii) of the Disclosure Schedule, each such offer of employment will be at the same base salary (or hourly compensation) level and, except as set forth on Section 6(f)(ii) of the Disclosure Schedule, for a position having the same title, duties and responsibilities, in each case as in effect, with respect to such employee, immediately prior to the Closing Date. Each such employee who accepts such offer of employment is referred to hereinafter as a "TRANSFERRED EMPLOYEE," and all such employees collectively as the "TRANSFERRED EMPLOYEES." The Buyer and the Company agree to utilize the "STANDARD PROCEDURE" provided for in Section 4 of Revenue Procedure 96-60, 1996-2 Cumulative Bulletin 399, with respect to filing and furnishing Internal Revenue Service forms W-2, W-3 and 941 with respect to those employees who are hired by the Buyer as of the Closing. The Buyer agrees to provide to the Company access to those employment records of the Company's former employees which are then in the Buyer's possession or under the Buyer's control for the purposes of preparing, filing and furnishing such forms. The Company and Parent agree not to terminate or lay off more than 125 employees from the date hereof through the Closing Date (other than the termination of Transferred Employees on the Closing Date who are simultaneously offered employment with the Buyer). (iii) Not later than the Closing Date, the Buyer shall establish initial terms and conditions of employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay offer employment to Seller’s all Company employees represented by the Union. As soon as practicable at or following Closing, the Buyer shall recognize the Union based on majority status and shall enter into a collective bargaining agreement with the Union. (iv) Following Closing, (A) the Buyer shall waive any waiting periods, exclusions, or pre-existing condition limitations that may otherwise be applicable to Transferred Employees, and their spouses and eligible dependents, under any benefit plans of the Buyer, and (B) the Buyer shall provide health insurance to the Transferred Employees which is substantially equivalent to the health insurance provided by the Company prior to Closing; PROVIDED that, although the Buyer has agreed to assume all wagesobligations for post-retirement benefits as described on EXHIBIT F hereto, salariesthe Buyer may, commissions at its option (if any) without any liability on the part of the Company), alter the retiree medical insurance or retiree life insurance that is currently offered by the Company and bonuses which are due may provide such benefits to themthe extent and under the conditions determined by the Buyer in its sole discretion. Following Closing, includingeach employee benefit plan or arrangement and employee compensation policy or practice sponsored by the Buyer or its Affiliates shall credit, without limitationfor all purposes (except for benefit accruals under any defined benefit pension plans), all unused Paid Time Off as defined under Seller’s policies accrued up service of the Transferred Employees, and other employees and officers of the Company, with the Company to the same extent such service was taken into consideration under comparable employee benefit plans of the Company. (v) With respect to any otherwise eligible employee of the Company on the Closing Date. Xxxxxxxxx agrees Date to whom Buyer does not make an offer of employment pursuant to each Section 6(f)(ii) above and who is not covered by a Change of Seller’s Employees on or before the Closing Date; providedControl Agreement, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employeethe Company shall pay such employee severance in accordance with the severance pay plan attached as EXHIBIT K hereto up to a maximum amount of $1.2 million, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide the Buyer shall reimburse the Company for any severance owing to such Transferred Employees (as a group) during their employees in excess of $1.2 million in the aggregate. The Company and Parent acknowledge and agree that all severance obligations owing to any employee not offered employment with Purchaser the Buyer pursuant to Section 6(f)(ii), or to any employee who rejects employment with employee benefit plansthe Buyer after receiving an offer from the Buyer that is made on the terms and conditions set forth in Section 6(f)(ii), programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as obligation of the Closing Date, unless otherwise required by law or Company. (vi) Under the terms of any such planthe Company's severance pay plan attached as EXHIBIT K, severance is paid in installments in accordance with the Company's standard payroll practices. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) Subject to Parent's and the Company's compliance with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities ofTransition Services Agreement, the Benefit Plans. (c) With respect to Purchaser Plans, except Buyer agrees that it will administer the payment of severance pay to the extent otherwise required by employees eligible for such severance, including withdrawing applicable law, Purchaser shall use commercially reasonable efforts payroll taxes and transmitting them to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyInternal Revenue Service.

Employees. (a) Seller The Sellers shall terminatedeliver to the Purchaser, within ten (10) days after the date hereof and again on the Closing, a list of each Business Employee, such employees’ base salary and bonus opportunities, the employees’ date of hire, and the primary geographic location of their employment with the Sellers, as of the date hereof, broken down into the following categories: (i) active, (ii) inactive on leave of absence with reemployment rights and (iii) on short-term disability under the Sellers’ short-term disability policies. From the date hereof to the Closing, the Sellers shall use commercially reasonable efforts to make all Business Employees reasonably available to the Purchaser for in-person and telephonic interviews to assist the Purchaser in evaluating if offers of employment will be made. Excluding employees who are part of a collective bargaining unit, not less than five days prior to the Closing, the Purchaser (i) agrees that it will make offers of employment to the greater of (A) substantially all of the Business Employees and (B) a number of Business Employees in their current positions and locations that would not create any obligation or liability under WARN or similar state law; and (ii) will provide to the Sellers a list of Business Employees to whom the Purchaser does not intend to make offers of employment. (b) The Purchaser will make offers of employment to all of the Business Employees that are not on the list provided by the Purchaser pursuant to Section 6.7(a) to commence effective upon the Closing. Such offers may be made before the Closing as the Purchaser may determine. Such offers of employment shall be at comparable wage rates or base salary and bonus levels as are identified in Section 4.16(a), and, if at a location different from the Business Employee’s current location of employment with Sellers, at a commuting distance no greater than 50 miles farther away from such Business Employee’s current location of employment. With respect to each Business Employee who accepts the Purchaser’s offer of employment (a “Transferred Employee”), the Purchaser shall credit periods of service prior to the Closing for purposes of determining eligibility, vesting and benefit entitlement under all compensation and benefit plans, programs and policies maintained by the Purchaser after the Closing; provided, however, that the Purchaser shall not be required to credit any service to the extent that doing so would result in duplication of benefits, and further provided that nothing herein entitles any Transferred Employee to contributions under any retirement plan for time periods prior to the Closing. Not later than the Closing Date, the Sellers will provide to the Purchaser such information with respect to each Transferred Employee as may be reasonably necessary to permit the Purchaser to comply with its covenants in this Section 6.7 with respect to the Transferred Employees. (c) The Purchaser further agrees that it will not engage in any action within 90 days following the Closing that will create any obligation or liability under WARN to any Business Employee or Transferred Employee. (d) Without limiting the scope of Section 6.7(b), the Purchaser shall provide each Transferred Employee (and his or her eligible dependents) with the opportunity to be covered by a group health plan (within the meaning of section 5000(b)(1) of the Code) on the first day of the month following the Closing. The Sellers shall cover the Transferred Employees under Sellers’ group health plans until the end of the month in which the Closing occurs and shall remain responsible for all claims incurred by Transferred Employees while such employees are covered by the Sellers’ group health plans. The Purchaser shall be responsible for all claims incurred by the Transferred Employees while such employees are covered by the Purchaser’s group health plans. For purposes of clarity, a claim shall be considered incurred when the treatment for a given condition is provided, and not when the condition arose. (e) Purchaser will maintain or, if it does not exist, establish, a health care and dependent care flexible spending account arrangement pursuant to Section 125 or 129 of the Code (collectively, “FSAs”). Purchaser will honor the elections of all Transferred Employees under the FSAs of the Sellers or any of their respective Affiliates, as in effect immediately prior to the Closing Date, and Purchaser will assume responsibility for administering all reimbursement claims of the Transferred Employees with respect to the calendar year in which the Closing Date occurs that are submitted to Purchaser for payment on or after the Closing Date, whether arising before, on or after the Closing Date, under Purchaser’s FSAs. As soon as practicable but no more than forty-five (45) days following the Closing Date, and except to the extent taken into account in the computation of Closing Working Capital, Sellers will cause to be transferred to Purchaser an amount in cash equal to (i) the sum of all contributions to the FSAs of Sellers or their respective Affiliates with respect to the calendar year in which the Closing Date occurs by or on behalf of the Transferred Employees prior to the Closing Date, reduced by (ii) the sum of all claims incurred in the calendar year in which the Closing Date occurs that are submitted to the Sellers for payment prior to the Closing Date and paid by the FSAs of the Sellers or their respective Affiliates with respect to such Transferred Employees prior to the date of such cash transfer to Purchaser; provided, however, if this calculation results in a negative number, then Purchaser will pay to the Sellers (on behalf of any relevant Affiliate of each Seller) as soon as practicable but not more than forty-five (45) days following the Closing Date, the amount by which (ii) exceeds (i). Effective as of the Closing Date, the employment Sellers shall provide the Purchaser with such information as is necessary for the Purchaser to establish FSAs for such Transferred Employees, including, but not limited to, each such Transferred Employee’s annual FSA election amount and account balance as of all employees listed on Schedule 3.19(athe Closing Date. For the avoidance of doubt, the Purchaser shall not administer any claims under the FSAs of the Sellers for any year prior to the calendar year in which the Closing Date occurs. (f) “Seller’s As soon as administratively practicable after the Closing, the Purchaser shall establish a 401(k) plan, or cause an existing 401(k) plan, to cover the Transferred Employees,” and shall pay , subject to Seller’s Employees all wages, salaries, commissions contrary collective bargaining agreement provisions (if any) and bonuses which are due applicable to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up Transferred Employees after Closing. The Purchaser shall permit such Transferred Employees to rollover their account balances (other than outstanding loan amounts) from the Xxxxxxxx Media Retirement Savings Plan to the Closing DatePurchaser’s 401(k) plan. (g) For the avoidance of doubt, the Sellers shall remain liable for all withdrawal liability relating to any obligation (current, past or future, contingent or otherwise (in each case with respect to multiemployer plan participation for periods before Closing)) on the part of the Sellers or any of their respective ERISA Affiliates to contribute to any multiemployer plan and shall pay all such liabilities as they come due. Xxxxxxxxx agrees Notwithstanding anything in this Agreement to make the contrary, neither the Purchaser nor its ERISA Affiliates shall be or shall become liable for any such withdrawal liability, nor shall the Purchaser or any ERISA Affiliate incur an offer obligation to contribute to any multiemployer plan in connection with the transactions contemplated by this Agreement. (h) The provisions of this Section 6.7 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 6.7, 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 each any particular employee benefit plan of Seller’s Employees on the Purchaser or before Sellers, (ii) obligate the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its ERISA Affiliates ofto (A) maintain any particular benefit plan or arrangement or (B) retain the employment of any particular employee, a Seller’s Employee are subject (iii) prevent the Purchaser or any of its ERISA Affiliates from amending or terminating any benefit plan or arrangement, or (iv) give any third party the right to all enforce any of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer the provisions of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisthis Agreement. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date The Sellers shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each 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) take such Purchaser Plan that is a medical or health planactions to cause all payroll and paid time off obligations accrued through the Closing Date, waiveincluding Accrued Employee Liabilities, or cause the waiver of, anyto be timely paid.

Employees. (a) Seller shall terminate, effective as of No fewer than ten (10) Business Days prior to the Closing Date, Purchaser shall offer employment to all Employees (other than the employment of all employees Employees listed or holding the job titles listed on Schedule 3.19(a) 7.14(a), hereinafter referred to as the “Seller’s Excluded Employees,” and shall pay to Seller’s ”), including Employees all wages, salaries, commissions (if any) and bonuses which who are absent due to themvacation, includingsick leave, without limitationfamily leave, all unused Paid Time Off short-term disability or any other approved leave or absence, on such terms and conditions as defined under Seller’s policies accrued up described in this Agreement, such employment to be contingent upon and effective immediately following the Closing DateClosing. Xxxxxxxxx agrees to make an Such offer of employment by Purchaser shall be bona fide, which Purchaser shall have no current intention to each of Seller’s Employees change, on or before the Closing Datean at-will basis on terms and conditions as Purchaser, in its sole discretion, shall determine; provided, however, that any such offer shall be (i) at a level of compensation (including, base salary and bonus) at least equal to the level of compensation then in effect for Employee, (ii) at a position in which Employee’s authority, duties and responsibilities are not materially less than those then in effect and (iii) at a principal office location not more than fifty (50) miles from such Employee’s principal office location as then in effect. Purchaser has the option to offer Excluded Employees employment if it so chooses, but it is not obligated to. In no event shall the number of Excluded Employees exceed the fifteen (15) individuals, as identified on Schedule 7.14(a). The Employees who accept Purchaser’s offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences commence employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to to, collectively, as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisEmployees”. (b) On the date of the Closing, effective immediately before the Closing, Seller will terminate the employment of all Transferred Employees. (c) Except as otherwise provided in Section 7.14(d) below, it is understood and agreed that any offer of employment made by Purchaser to employees of Seller (employees receiving such offers, the “Hired Employees”) shall not constitute any commitment, contract or understanding (iexpressed or implied) provide each Transferred Employee, for the one-year period ending of any obligation on the first anniversary part of Purchaser or its Affiliates to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual written agreements or written offers of employment. Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaser and its Affiliates to terminate, reassign, promote or demote any of the Hired Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such Hired Employees. (d) As of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth Purchaser or its Affiliates shall assume each agreement listed on Schedule 3.19(a7.14(d), including each Retention and Severance Agreement (collectively, the “Retention and Severance Agreements”), and the obligations and liabilities provided thereunder, provided that the applicable employee to which such Retention and Severance Agreement applies (i) with respect shall have executed and delivered an agreement (in each case, a “Clarification Agreement”) in form and substance reasonably satisfactory to Purchaser that amends and clarifies certain provisions in such Transferred Employee employee’s original Retention and Severance Agreement and (ii) provide such Transferred Employees employee accepts “Comparable Employment” (as a groupdefined in the applicable Clarification Agreement) during their employment with Purchaser in accordance with employee benefit plans, programs and policies (other than equity-based plans, programs or policiesSection 7.14(a) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time above for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate period starting immediately after the Closing Date Closing. (e) Seller shall be referred solely responsible for (and each of the following shall be deemed to hereinafter asbe Excluded Liabilities for purposes of this Agreement): (i) the payment of all wages and other compensation (including commissions, bonuses and incentive compensation) due or which may become due to any of their respective employees (including the “Purchaser Plans”). Notwithstanding Hired Employees) as a result of the foregoingwork performed for Seller through the close of business on the Closing Date, Purchaser shall including a pro-rata portion of any accrued but unpaid/unused compensation which does not be required accrue (either in full or in part) and/or is not payable until after the Closing; and (ii) the payment of any termination or severance payments arising prior to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date. (f) Seller shall retain all Liability for all vacation and paid time off accrued by Hired Employees for the 2012 calendar year, unless otherwise required by law or including any amounts that were accrued for the terms of any 2012 calendar year which such planHired Employees were permitted to carry over to the 2013 calendar year pursuant to Seller’s vacation and paid time off policies and for the period beginning January 1, 2013 through the Effective Date, and in each case, not used prior to Closing Date. If there are no similarly situated employees of Purchaser or its AffiliatesAffiliates shall recognize and assume all Liability for, Purchaser and shall provide credit each Hired Employee for, all vacation and paid time off accrued by Hired Employees for the period beginning on the Effective Date through the Closing Date (excluding any amounts that were accrued for the 2012 calendar year which such Transferred Hired Employees (as a group) with employee benefit plans, programs were permitted to carry over to the 2013 calendar year pursuant to Seller’s vacation and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Planspaid time off policies). (cg) With respect to The Purchaser Plans, except to and the extent otherwise required Seller hereby acknowledge and agree that the transactions contemplated by applicable law, this Agreement will result in “relevant transfers” in the UK within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). The Purchaser shall use commercially all reasonable efforts endeavors to comply with its obligations under TUPE and to assist the Seller with complying with its obligations under TUPE, including, but not limited to, the Purchaser and the Seller’s respective obligations under Regulation 13 of TUPE (i) with respect duty to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyinform and consult representatives).

Employees. (a) Seller agrees to use its best efforts to retain the services of all employees of the Division until the Closing Date. Prior to the Closing Date, Seller shall terminatecooperate with Purchaser to allow Purchaser a reasonable opportunity to interview the employees of the Division. At or immediately after Closing, effective Seller will (i) take such action as may be required to terminate its employment of each employee of the Division hired by Purchaser (without any liability to Purchaser), (ii) 100% vest the entire account balance of each such employee who is a participant under any of Seller’s pension, profit-sharing or 401(k) plans, if any, as of the Closing Date, the employment of (iii) make all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay employer contributions allocable to Seller’s Employees each such employee under any such plans for all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to periods through the Closing Date. Xxxxxxxxx agrees , and (iv) pay to make an offer each employee of the Division all wages and other benefits owed by Seller in connection with the employment and termination of employment to each of Seller’s Employees on or before the Closing Datesuch employee; provided, however, that any offer of employment to, and any employment Purchaser agrees to reimburse Seller for all earned or accrued but unpaid vacation pay paid by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is Seller at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on per Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”6.01(a). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen Effective as of the Closing Date, unless otherwise required Purchaser intends to offer at-will employment to each employee of the Division (other than Xxxxxxxx Xxxxx and Galliano Xxxxxx) at the same salary or hourly wage rate currently paid by law Seller to such employee, subject to the employee’s completion of the Purchaser’s employment application process. All benefits and other terms and conditions of employment shall be determined by Purchaser in its discretion; provided, that such employees will be entitled to the same or the terms comparable benefits (with a maximum of any such plan. If there are no three weeks of vacation per year) as other similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it subject to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansall applicable eligibility criteria. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminate, effective as of At least 10 Business Days prior to the Closing Date, the employment Seller shall provide the Buyer a list of all employees listed on Schedule 3.19(aof the Seller who have been engaged in the Business at any time during the past 12 months ("Eligible Employees") “Seller’s Employees,” and shall pay to Seller’s Employees all wagesidentified by name, salaries, commissions US social security number (if any) applicable, and, if not, a valid I-9 Form for such employee), hire date and bonuses which are due then current base salary or hourly wage. The Seller shall not take any actions to them, including, prevent or inhibit its employees from accepting employment with the Buyer or VERT. The Seller shall remain solely responsible for all Liabilities arising out of or related to the employment of any employee of the Business (including without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up in connection with the consummation of the Transactions) who does not accept employment from the Buyer. (b) The Buyer shall offer or cause to the Closing Date. Xxxxxxxxx agrees to make an offer of be offered employment to each all employees of Seller’s Employees on or before the Closing Date; providedSeller upon such terms as the Buyer deems appropriate, however, except that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, said offers of employment shall be at the same rate of cash compensation at which each such employee is being paid by the Seller immediately prior to the later of the Closing Date or January 1, 2000 (including changes in compensation which occur in the ordinary course of business) and with employee benefits which are substantially comparable, in the aggregate, to those provided to such employees immediately prior to the later of the Closing Date or January 1, 2000, with such employment being effective as of the later of the Closing Date or January 1, 2000 or, in the case of any employee on an at-workers' compensation, disability, or authorized leave of absence, the date the employee is able to return to work or their leave otherwise expires. Effective as of the later of the Closing Date or January 1, 2000, or such later date as specified above, all employees of the Seller who accept Buyer's offer of employment will basisbecome employees of the Buyer ("Hired Employees"). (bc) Purchaser shall (i) provide each Transferred Employee, for As of the one-year period ending on the first anniversary later of the Closing DateDate or January 1, a rate of base pay that is no less than 2000 and without any waiting period, the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) Buyer will provide such Transferred all Hired Employees (as a groupand their dependents) during their employment who are covered under the Seller's medical, dental, life insurance, disability, and accidental death and dismemberment plans immediately prior to the Closing Date with Purchaser coverage under the group health plans maintained by the Buyer in accordance with the terms of the Buyer's group health plans and will waive any pre-existing condition exclusions. (d) For purposes of any employee benefit plan, program, or arrangement maintained by the Buyer for its employees on and after the later of the Closing Date or January 1, 2000, any years of eligibility service or vesting service credited to the Hired Employees under the Seller's employee benefit plans, programs and policies (other than equity-based plansprograms, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit arrangements as of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred treated as eligibility or vesting service under Buyer's plans, programs, and arrangements. (e) The Buyer shall have the sole responsibility and liability for the notice, compensation, benefits, and other requirements of the federal Workers' Adjustment and Retaining Notification Act and all applicable state facility closing or lay-offs with respect to hereinafter asthe Hired Employees. (f) The Buyer shall assume the COBRA obligations of all the Hired Employees and their qualified beneficiaries from and after the Closing Date. The Seller shall retain the COBRA obligations for all other employees of Seller and their qualified beneficiaries (g) Within five (5) calendar days of the date of this Agreement, Seller will provide to Buyer a summary of any unused vacation for all of the “Purchaser Plans”)Seller's employees as of November 1, 1999. Notwithstanding the foregoing, Purchaser shall not This summary of unused vacation for all Hired Employees will be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen updated as of the later of the Closing DateDate or January 1, unless otherwise required by law 2000. Buyer will assume liability for all Hired Employees' unused vacation (that has not lapsed) as of the later of the Closing Date or the terms of any such plan. If there are no similarly situated employees of Purchaser or its AffiliatesJanuary 1, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans2000. (ci) With respect On and after the later of the Closing Date or January 1, 2000, Buyer shall establish a plan ("Buyer's 401(k) Plan") qualified under Sections 401(a) and 401(k) of the Code for the benefit of the Hired Employees which mirrors the NECX 401(k) Savings Plan (the "NECX Plan"). The Parent has recently amended and restated the NECX Plan, and has applied for a determination letter regarding its qualified status under the Code. Seller agrees to Purchaser Plans, except make any reasonable changes to the extent otherwise required NECX Plan that the IRS requires for the Plan to receive a favorable determination letter. Within a period of time mutually agreed upon by applicable law, Purchaser shall use commercially reasonable efforts to (i) the Seller and the Buyer after the receipt of a favorable determination letter with respect to each such Purchaser Plan that is a medical or health plan, waivethe NECX Plan, or cause such sooner period that the waiver ofBuyer elects, anythere will be a plan-to-plan transfer of assets and liabilities with respect to the individual account balance of the Hired Employees from the NECX Plan to Buyer's 401(k) Plan.

Employees. If Buyer hires BFI employees (a"Hired Employees") Seller working for the BFI Business, it shall terminate, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay waive any waiting period applicable to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to themBuyer's then existing benefit plans, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment but not limited to, and medical, dental, disability, life insurance, vacation, sick pay or other employee benefit programs for employees of Buyer such that Hired Employees have such benefits from the first day they are hired by Buyer other than the required waiting period under Buyer's 401(k) plan. Buyer shall further apply each respective Hired Employee's years of service with BFI, any employment by Purchaser BFI affiliate or any company acquired by BFI or any BFI affiliate for purposes of its Affiliates of, a Seller’s Employee are subject to calculating benefits under all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee Buyer's benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding any of the foregoing, Purchaser the Buyer shall not be required to provide waive any waiting period for Buyer's "Years of Service Recognition Awards" Program. In the Transferred Employees with event Buyer terminates any benefits under Hired Employees, other than for good cause, within one hundred eighty (180) days following the date of hiring of such Hired Employee, Buyer shall, in addition to any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as severance package, if any, deemed appropriate by Buyer pay such formerly Hired Employee an amount (the "Guaranteed Severance") equal to one-half of the Closing Date, unless otherwise required by law or the terms greater of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) four (4) weeks of such employee's gross pay with respect to each Buyer or (ii) two (2) weeks of such Purchaser Plan that is a medical employee's gross pay with Buyer multiplied by the number of such employee's combined years of service with BFI, Buyer, any BFI affiliate and any company acquired by BFI or health plan, waive, or cause any BFI affiliate. BFI shall pay the waiver of, anyother half of the Guaranteed Severance.

Employees. (a) Seller Each person employed by BSC prior to the Closing who remains an employee of BSC following the Closing (each a "Continued Employee") shall terminatebe ------------------ entitled to participate in whatever employee benefit plans, as defined in Section 3(3) of ERISA, or whatever stock option, bonus or incentive plans or other fringe benefit programs that may be in effect generally for employees of SBI or SBI's Subsidiaries from time to time ("SBI's Plans"), if such Continued ----------- Employee shall be eligible or selected for participation therein and otherwise shall not be participating in a similar plan which continues to be maintained by the BSC for such employee. All such participation shall be subject to such terms of such plans as may be in effect from time to time provided, further that Continued Employees will be eligible to participate in SBI's plans on the same basis as similarly situated employees of SBI or SBI's Subsidiaries. Such Continued Employees will receive credit for past service with BSC for purposes of eligibility and vesting, but not benefit accrual, under SBI's Plans. (b) BSC shall take all timely and necessary action to cease participation or accrual of benefits, effective as of the Closing DateClosing, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up by each person employed by BSC prior to the Closing Date. Xxxxxxxxx agrees in each Employee Plan (as defined in Section 3.1(l), including timely notice to make all participants under Section 204(h) of ERISA, if applicable, and to terminate each Employee Plan, other than an offer Employee Plan containing a cash or deferred arrangement qualified under Section 401(k) of employment the Code ("Employee 401(k) Plan") and other than those specified in -------------------- Schedule 4.3(b), effective as of the Closing; provided that SBI may, in its sole discretion, give notice to each of Seller’s Employees on or before BSC not less than twenty (20) days prior to the Closing Date; provided, howeverClosing, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser Plan shall not be required terminated and/or participation or accrual of benefits thereunder shall not cease pursuant to provide this Section 4.3(b). At the Transferred Employees sole discretion of SBI, any Employee 401(k) Plan shall be merged with any benefits under similar such plan maintained and designated by SBI, effective at or after the Closing, as elected by SBI, and BSC shall take any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any and all timely and necessary action to effect such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansmerger. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminateThe Disclosure Memorandum sets forth as to each Employee, effective his or her name, the location of employment, the date on which he or she was hired, the annual salary or hourly rate of pay for the Employees (separately listing any bonus), each Employee's raises and bonuses since January 1, 1997, a true and correct estimate of each of the Employee's accrued sick leave entitlement up to the Closing Date, a true and correct estimate of each of the Employee's accrued vacation up to the Closing Date, and a true and correct description of all other benefits actually or contingently accruing to any Employee as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall The Disclosure Memorandum sets forth as to each officer or other manager of QS, the information described in subsection (ia) provide above, as well as the current compensation rate (salary, bonus, commission or other) for each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (person other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansFranxxx Xxxxxxx xxx Marixx Xxxxxxx. (c) With respect Except as set forth in the Disclosure Memorandum, QS has not entered into any agreement with any Employee, for a fixed term or otherwise. (d) Except as set forth in the Disclosure Memorandum, since October 1996, all Employees who have received raises have received normal raises which in no instance exceeded ten percent (10%) and all remuneration for shift, weekend and/or casual work has been negotiated and agreed upon with the applicable employees on a case-by-case basis. (e) During the last five years no major accident has occurred at QS Premises. (f) To the knowledge of each Shareholder, no key Employee of QS (other than Franxxx xxx Marixx Xxxxxxx) xxll voluntarily leave QS in connection with the transfer of the Shares to Purchaser PlansISC hereunder. (g) QS has made available to ISC all employment records for each Employee upon the request of ISC, except for those of Franxxx Xxxxxxx xxx Marixx Xxxxxxx. Xxanxxx Xxxxxxx xxx Marixx Xxxxxxx xxxee to provide QS and ISC with any requested employment records in the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each event such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anyrecords are necessary to

Employees. (a) Seller With respect to the Employees Receiving an Offer (as defined in Section 10.1(a)(i)) in the United States: (i) Except as listed on Schedule 3.15(a)(i), none of the Employees Receiving an Offer has written employment contracts or agreements which are being transferred to, assumed by, or assigned to Buyer. A full, complete and accurate list of the following information for each Employees Receiving an Offer shall terminate, effective as of be provided to the Buyer not later than seven (7) days prior to the Closing Date: employer; name; job title; date of commencement of employment; current compensation paid or payable; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Employee Plan. (ii) To the Seller's Knowledge, Seller is and has been with respect to the Employees Receiving an Offer, in substantial compliance with all applicable laws respecting employment and employment practices, terms and conditions of all employees listed on Schedule 3.19(a) “Seller’s Employees,” employment and shall pay to Seller’s Employees all wages, salaries, commissions (if any) wages and bonuses which are due to themhours, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. (iii) Seller is not delinquent in payments to any of the Employees Receiving an Offer for any wages, salaries, commissions, bonuses or other compensation for any services performed by them to the Closing Date. Xxxxxxxxx agrees Date or amounts required to make be reimbursed to such employees. (iv) The termination by Seller of the employment of any of the Employees Receiving an offer of employment Offer at Closing will not subject Buyer to each of Seller’s Employees on or before any liability to such employees for severance pay after the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (bv) Purchaser shall Seller has no Knowledge of any intention of or indication by a Significant Employee (ias herein defined) provide each Transferred Employeethat such Significant Employee has terminated or intends to terminate his employment with Seller prior to Closing. As used herein, for "SIGNIFICANT EMPLOYEE" means the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth individuals listed on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”3.15(a)(v). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (a) Seller shall terminateA list of all the directors, effective as officers, employees and consultants (excluding those receiving less than $100,000 per year, lawyers and accountants) of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s Company and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than Subsidiaries (the base pay payable to such Seller’s Employee as “Employees”) is set forth on Schedule 3.19(aSection 5.16(a) of the Disclosure Schedule. The Company has provided to the Purchaser a schedule of benefits payable or which the Company is bound to provide (whether now or in the future) to each Employee, including salary, bonuses, accrued severance pay, vacation days entitlement (to the extent in excess of that provided by Applicable Law) and accrued vacation days, recuperation pay, sick pay entitlement (to the extent in excess of that provided by Applicable Law), accrued sick days and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisstart date. (b) Purchaser shall A list of all the directors, officers, employees and consultants entitled to a notice period of more than 30 days (iexclude) provide each Transferred Employee, for upon termination of employment with the one-year period ending on the first anniversary Company - of the Closing Date, a rate of base pay that Company and its Subsidiaries is no less than the rate of base pay set forth on Schedule 3.19(aSection 5.16(b) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansDisclosure Schedule. (c) With respect The Company has made available to the Purchaser Planstrue copies of its employment agreements and complete copies of its consultancy agreements (including agreements between the Company or its Subsidiaries and any such Employee concerning intellectual property, confidentiality and non-competition) under which the Employees or consultants are engaged. (d) There are no agreements or arrangements for the payment of any pensions, allowances, lump sums or other like benefits on retirement or on death or termination or during periods of sickness or disablement for the benefit of any Employee or former employee or consultant of the Company or its Subsidiaries or for the benefit of the dependents of any such person in operation at the date hereof except as described in Section 5.16(d) of the Disclosure Schedule. The Company and its Subsidiaries have fulfilled all of their obligations under the law to the Employees. (e) Section 5.16(e) of the Disclosure Schedule sets forth the collective agreements and extension orders that apply to all or any of the Employees except for extension orders of common application to all employees in Israel. Except for the collective agreements and extension orders set forth in Section 5.16(e) of the Disclosure Schedule and for extension orders of common application to all employees in Israel the Company is not a party or subject to any collective bargaining agreement with any labor union or any local or subdivision thereof. There is no current union organizing activity among any of the Employees or any union representative petition pending or threatened. No labor union has requested the Company or, to the Company’s knowledge, has sought to represent any of the employees, representatives or agents of the Company or the Subsidiaries. The Company is not a party to any pending or, to the Knowledge of the Company, threatened, labor dispute, including any strike, work stoppage or work slowdown. There are no claims pending, or to the Knowledge of the Company, threatened to be brought, before any Governmental Authority by any Employee for compensation, pending severance benefits, vacation time or pay, pension benefits, claims for employment discrimination, harassment, unfair labor practices, grievances, wrongful discharge, work related injuries or otherwise, except as specified in Section 5.16(e) of the Disclosure Schedule. (f) There are no customs, customary practices and unwritten entitlements regarding the Employees that are material (individually or in the aggregate) and could reasonably be deemed to be binding on the Company. (g) Each of the Company and each Subsidiary have entered into agreements regarding works for hire, confidential information and no solicitation of customers and employees with each employee or consultant to the extent otherwise required Company, except as set forth in Section 5.16(g) of the Disclosure Schedule. (h) Section 5.16(h) of the Disclosure Schedule contains a true and complete copy of all restricted share, stock option or similar plans approved by applicable lawthe Company or its Subsidiaries. Section 5.16(h) of the Disclosure Schedule sets forth in tabular form the name of each equity incentive plan currently in existence or authorized by the Board of Directors, Purchaser shall use commercially reasonable efforts setting forth the following: name of plan, date approved by the Board of Directors, number of shares authorized for issuance under the plan, number of grants outstanding, exercised and available for future grant, a schedule naming each optionee and each grant specifying date of grant and exercise price, a schedule of any grants approved but not yet documented, and the vesting provisions of each grant including vesting start date. Copies of each plan and grant documentation have been made available to the Purchaser. (i) The Company has good labor relations, and to the Company’s knowledge (i) there are no facts indicating that the consummation of the transactions contemplated hereunder will have a material adverse effect on the labor relations of the Company, and (ii) no Company Employees or consultants have provided the Company with respect written notice regarding their intention to each such Purchaser Plan that is a medical terminate their employment or health plan, waive, or cause engagement with the waiver of, anyCompany.

Employees. (a) Seller At least five (5) days prior to the Closing Date, the Purchaser shall terminatemake offers of employment (the “Employment Offers”) effective as of and conditional on the Closing Date to all Active Employees, other than those Employees listed on Schedule 8.4(a), and shall, effective as of the Closing DateEffective Time, employ all such Active Employees who accept such Employment Offers, on terms and conditions substantially similar in the aggregate to the current terms and conditions of each such Active Employee’s employment having regard to job function and total compensation and benefits (in the aggregate), subject to Section 8.4(b) below. The Employment Offers and the Purchaser shall recognize the Employees’ seniority/years of service at the Purchased Business or employment with the Vendor as service with the Purchaser as if employed by the Purchaser throughout. The Vendor shall be solely responsible for redeploying or terminating the employment of all employees Employees who are not Active Employees, the Employees listed on Schedule 3.19(a8.4(a) “Seller’s Employees,” or Employees who have received but not accepted Employment Offers from the Purchaser. Furthermore, the Vendor will be responsible for any obligations and shall pay liabilities to Seller’s all its Employees all and former Employees for salary, wages, salariesbonuses, commissions benefits, overtime pay, vacation pay, severance pay, termination pay, notice of termination and any other form of remuneration or compensation owing or accruing to such Employees or former Employees up to and including the Closing Date, other than to the extent accrued on the Closing Balance Sheet for those Employees who accept an Employment Offer. The Vendor shall indemnify and hold harmless the Purchaser from all Claims (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under SellerClaims for severance notice of termination, breach of contract, constructive dismissal or damages) in connection therewith relating to: (i) any Employees who are not Active Employees and are not offered employment by the Purchaser; and (ii) Active Employees who do not accept the Purchaser’s policies accrued up Employment Offer or who do not commence employment with the Purchaser. This Section 8.4 shall survive and not merge on Closing. (b) The Employment Offers made to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Datelisted in Schedule 8.4(b) shall be made as specified in Section 8.4(a); provided, however, that any offer of such Employment Offers will not include the profit sharing component to which such Employees are entitled under their current employment toarrangements with the Vendor. The Purchaser hereby agrees that, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to the first fiscal quarter following Closing, it will offer the Employees listed on Schedule 8.4(b) a bonus equal to what they would have received for such Transferred Employee and fiscal quarter if such profit sharing component of their compensation was in place (ii) provide such Transferred Employees (as a group) during their employment with based on pro forma calculations made by the Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”good faith). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plansperiods after the first fiscal quarter following Closing, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each offer such Purchaser Plan that is Employees a medical or health plan, waive, or cause bonus based on the waiver of, anypolicies of the Purchaser.

Employees. (a) Seller The Side Letter sets forth the severance payable to each Business Employee if such Business Employee were a Non-Transferred Employee who will be severed by the Sellers and their Affiliates (other than the Companies and Subsidiaries) following the Closing Date and in connection with the transactions contemplated by this Agreement. Between the date hereof and the Closing, the Sellers shall terminatepromptly notify Purchaser in writing of (i) any offer of employment to any New Hire in accordance with Section 6.2(b)(v), effective indicating for each, the name, start date, position, job location, base salary, commission eligibility and incentive plan target and (ii) the termination of the employment or commencement of any disability or leave of absence of any Business Employee, indicating, where relevant, the term of any such approved leave of absence. Not less than 20 Business Day prior to the scheduled Closing, the Sellers shall deliver to Purchaser updates to Exhibits B, C, D and E of the Side Letter but only to the extent that such updated information, together with the information provided in clause (ii) of the preceding sentence, would not be complete and accurate as of such date. Not less than 15 days prior to the scheduled Closing, Purchaser shall, in compliance with applicable Law, identify in writing all Business Employees to be transferred to a Company or Subsidiary and indicating the applicable transferee Company or Subsidiary for each such Business Employee (the “Transfer Notice”). Not less than 10 days prior to the scheduled Closing, the Sellers shall, or shall cause their applicable Affiliates (other than the Companies and Subsidiaries) to, transfer all such Business Employees so identified by Purchaser in accordance with this Section 6.13(a) but excluding any such U.S. employees on long-term disability (the “Transferred Business Employees”), and the Sellers shall cause the transferee Companies and Subsidiaries to employ such Transferred Business Employees. Not less than 10 days prior to the scheduled Closing, the Sellers shall notify Purchaser in writing, with respect to each Non-Transferred Employee, the severance to which each such employee would be entitled upon being severed by the Sellers calculated in accordance with the severance policy set forth in Schedule 6.13(b) (the “Severance Notice”). Not less than 10 days prior to the scheduled Closing, the Sellers shall cause each applicable Company or Subsidiary to transfer all employees whose services are not primarily dedicated to the Business, including all such employees who have rights of employment on return from any leave or other absence, and the Sellers shall, or shall cause their applicable Affiliates (other than the Companies and Subsidiaries) to, employ such employees. The Sellers and Purchaser intend that the transactions contemplated by this Agreement shall not constitute an event entitling any Transferred Business Employee to severance benefits. Immediately following the Closing Date, Purchaser shall cause each Company and each Subsidiary to continue the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s their respective employees, including the Transferred Business Employees on or before the Closing Date(each, a “Continuing Employee”); provided, however, that any offer U.S. employee of employment toa Company or Subsidiary who as of the Closing Date is not actively at work as a result of long-term disability shall not be a Continuing Employee unless and until such employee presents himself or herself to return to work within 180 days after the Closing Date. Subject to applicable Law, nothing in this Section 6.13 shall limit the right of the Companies and any employment by Purchaser or Subsidiaries to dismiss any of its Affiliates of, a Seller’s Employee are subject their employees at any time and for any reason and to all change the terms and conditions of Purchaser’s their employment (including compensation and its Affiliates’, as applicable, standard employment requirements. Each offer of employment employee benefits provided to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(athem), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) For a period of one (1) year after the Closing, Purchaser shall cause the applicable Company or the Subsidiary to provide to each Continuing Employee (i) provide each Transferred Employee, for the one-year period ending on the first anniversary annualized salary equal to 100% of the Closing Date, a rate of annualized base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect salary provided to such Transferred Employee by Seller, Company or Subsidiaries immediately prior to Closing, and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs bonus opportunity and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate benefits provided to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser. Purchaser shall provide or its Affiliates shall cause to be provided to any U.S. Continuing Employee whose employment is terminated during the six (6) month period following the Closing a severance payment calculated in accordance with the severance policy set forth in Schedule 6.13(b). In addition to any severance payments that may be due, if any Continuing Employee is terminated after the Closing, Purchaser will provide or cause to be provided 100% of the 2005 Annual Bonus that such Continuing Employee would have been entitled to if they had been employed as of the bonus payment date to the extent accrued and not yet paid. With respect to the Continuing Employees, each employee benefit plansmedical, programs or policies dental, vision care and prescription drug plan, program, policy and arrangement of Purchaser or its Affiliates shall waive any pre-existing condition exclusion (to the extent such exclusion was waived under the corresponding Benefit Plan) and any proof of insurability and shall recognize, for purposes of satisfying any deductibles, co-pays and out-of-pocket maximums during the calendar year in which Transferred Employees become eligible to participate after the Closing Date occurs, any payment made towards deductibles, co-pays and out-of-pocket maximums for such calendar year under the corresponding Benefit Plan. The Sellers agree to transfer the cafeteria plan accounts and experience of Continuing Employees (to the extent applicable) to substantially equivalent plans that exist or will be established by Purchaser. The Sellers and Purchaser agree to determine the terms and conditions of such transfer. All service by a Continuing Employee with the Seller, including service with predecessor employers that was recognized by the Sellers and their Affiliates, shall be referred to hereinafter asrecognized by Purchaser for purposes of vacation entitlement and participation and vesting (but not for purposes of benefit accrual) under the benefits of Purchaser, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under including any defined benefit or defined contribution pension plan or retiree medical plan plans, welfare benefit plans and severance plans of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, anythe

Employees. (a) Seller As of (i) with respect to the U.S. Affected Employees, the Deferred U.S. Transfer Date, (ii) with respect to the OUS Affected Employees, the Deferred European Transfer Date and (iii) with respect to the India Affected Employee, the Deferred India Transfer Date, as the case may be, Buyer shall, or shall terminate, effective as cause an Acquired Company to employ (x) all of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Affected Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less other than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), OUS Affected Employees and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred India Affected Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be ) on an at-will basis. , and (by) Purchaser shall (i) provide each Transferred Employee, for the one-year OUS Affected Employees and the India Affected Employee in accordance with their respective Contracts and applicable Law. For a period ending on the first anniversary of at least 12 months from the Closing Date, a rate Buyer will provide or will cause the Acquired Companies to provide to each of the Affected Employees: (i) base pay salary and base wages and incentive compensation opportunities that is no less than are at least as favorable in the rate of aggregate as such annual base pay set forth on Schedule 3.19(asalary and base wages and incentive compensation opportunities (excluding equity-based compensation) with respect provided by Buyer to such Transferred Employee its similarly situated employees and (ii) provide such Transferred Employees employee benefits (as a group) during their employment with Purchaser with employee benefit plans, programs excluding medical and policies (life insurance benefits for retired or former employees other than equity-based plans, programs as required under Section 4980B of the Code or policiessimilar state law) that which are substantially similar at least as favorable in the aggregate as the employee benefits provided by Buyer to those its similarly situated employees; provided, that nothing in this sentence shall require Buyer, its Subsidiaries or the Acquired Companies to continue any employee benefit plansplan or specific employee benefits during such period; provided, programs further, that with respect to the OUS Affected Employees and policies that are maintained by Purchaser the India Affected Employee, Buyer will provide or its Affiliates from time will cause the Acquired Companies to time provide all items referred to in (i) and (ii) above in accordance and in compliance with applicable Law. Nothing set forth in this Section 7.05 will create a contract of employment with, or for the benefit of, any Affected Employee or change such employee’s status as an employee at will to the extent applicable. (i) With respect to the U.S. Affected Employees, Seller shall cause the Company or one of similarly situated employees its Subsidiaries to continue to employ each of Purchaser them until July 31, 2014 (or for such shorter period as may be notified by Buyer in writing in accordance with the Employee Services Agreement) (the “Deferred U.S. Transfer Period”). Prior to or on the expiration of the Deferred U.S. Transfer Period, Buyer, one of its Affiliates, or an Acquired Company shall offer employment to each U.S. Affected Employee, such employment to commence with Buyer, one of its Affiliates, or an Acquired Company on the expiration of the Deferred U.S. Transfer Period (the “Deferred U.S. Transfer Date”). Seller shall cause the Company to take reasonable steps to encourage such Affected Employees to accept the offer. (ii) With respect to the OUS Affected Employees, Seller shall cause Stanadyne, S.p.A. to continue to employ each of them until July 31, 2014 (or for such shorter period as may be notified by Buyer in writing in accordance with the Employee Services Agreement) (the “Deferred European Transfer Period”). Prior to or on the expiration of the Deferred European Transfer Period, Buyer or one of its Affiliates shall offer employment (in accordance with applicable Law) to (where employment does not continue by operation of Law) or continue the employment of (where employment continues by operation of Law) each OUS Affected Employee, such employment to commence with Buyer or one of its Affiliates prior to or on the expiration of the Deferred European Transfer Period (the “Deferred European Transfer Date”). Each OUS Affected Employee who accepts Buyer’s or its Affiliates (any such employee benefit plansAffiliate’s offer of employment, programs or policies continues employment by operation of Purchaser Law with Buyer or one of its Affiliates in which Transferred Employees become eligible to participate after Affiliates, as of the Closing Deferred European Transfer Date shall be referred to hereinafter asas a “OUS Transferred Employee.” Seller shall cause Stanadyne, S.p.A. to take reasonable steps to encourage the “Purchaser Plans”)OUS Affected Employees to accept the transfer or offer, as the case may be. Notwithstanding Seller shall cause Stanadyne, S.p.A. to release the foregoingOUS Affected Employees from any contractual restrictions owed to Stanadyne, Purchaser shall not be required S.p.A. which would otherwise prevent them from undertaking their employment duties pursuant to provide the Transferred Employees their employment with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser Buyer or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (ciii) With respect to Purchaser Plansthe India Affected Employee, Seller shall cause Stanadyne Amalgamations Private Limited to continue to employ him until December 31, 2014 (or for such shorter period as may be notified by Buyer in writing in accordance with the Employee Services Agreement) (the “Deferred India Transfer Period”). No less than sixty (60) days prior to the expiration of the Deferred India Transfer Period, Buyer or one of its Affiliates shall offer employment to the India Affected Employee, such employment to commence with Buyer or one of its Affiliates on the expiration of the Deferred India Transfer Period (the “Deferred India Transfer Date”) and shall recognize all years of service rendered by the India Affected Employee to Stanadyne Amalgamations Private Limited for all purposes. If the India Affected Employee accepts Buyer’s or its Affiliate’s offer of employment, as of the Deferred India Transfer Date he shall be referred to as the “India Transferred Employee.” Seller shall cause Stanadyne Amalgamations Private Limited to take reasonable steps to encourage the India Affected Employee to accept employment with Buyer or its applicable Affiliate. (iv) Except to the extent provided in the Employee Services Agreement, if for any reason any Affected Employee fails to transfer to, or begin employment with, Buyer, its Affiliates, or an Acquired Company pursuant to this Section 7.05(b), Buyer and its Affiliates shall have no liability for such Affected Employee. (i) Seller shall cause Stanadyne, S.p.A. to undertake all reasonably necessary or legally required provisions of information to and/or consultations with the OUS Affected Employees or their representatives in a timely manner prior to the Deferred European Transfer Date. Buyer shall or shall cause its Affiliates to provide Seller and Stanadyne, S.p.A. with such assistance as reasonably requested by Seller or Stanadyne, S.p.A. in carrying out such provisions of information to and/or consultations with the OUS Affected Employees or their representatives. Seller and Stanadyne, S.p.A. shall be responsible for any liabilities arising from any failure to comply with any obligation to inform and/or consult with the OUS Affected Employees or their representatives as required by applicable Law, except to the extent otherwise arising from or relating to Buyer’s failure to perform its obligations as set forth in the preceding sentence. (ii) Seller shall cause Stanadyne Amalgamations Private Limited to undertake all reasonably necessary or legally required provisions of information to and/or consultations with the India Affected Employee or his representatives in a timely manner prior to the Deferred India Transfer Date. Buyer shall or shall cause its Affiliates to provide Seller and Stanadyne Amalgamations Private Limited with such assistance as reasonably requested by Seller or Stanadyne Amalgamations Private Limited in carrying out such provisions of information to and/or consultations with the India Affected Employee or his representatives. Seller and Stanadyne Amalgamations Private Limited shall be responsible for any liabilities arising from any failure to comply with any obligation to inform and/or consult with the India Affected Employee or his representatives as required by applicable lawLaw, Purchaser shall use except to the extent arising from or relating to Buyer’s failure to perform its obligations as set forth in the preceding sentence. (d) Subject to the approval of any applicable insurer, Buyer will, and will cause the Acquired Companies to, credit service rendered by the Affected Employees (whether to Seller, its subsidiaries or the Acquired Companies) prior to the Affected Employees Transfer Date, the Deferred European Transfer Date or the Deferred India Transfer Date, as the case may be, for all purposes (including for purposes of participation, coverage, vesting and level of benefits but not for purposes of benefit accrual under any defined benefit plan) under all employee benefit plans, programs, policies and arrangements of Buyer and its Subsidiaries (including the Acquired Companies) from and after the Affected Employees Transfer Date, the Deferred European Transfer Date or the Deferred India Transfer Date, as the case may be, to the same extent as such service was taken into account under corresponding plans of the Company (or applicable Subsidiary of the Company) and the Acquired Companies for such purposes. Without limiting the foregoing, the Affected Employees will (and with respect to insurance arrangements with third parties, Buyer will take commercially reasonable efforts actions to request any third party insurance provider to provide, that the Affected Employees will) not be subject to any pre-existing condition or other limitation under any health or welfare plans of Buyer and its Subsidiaries (including the Acquired Companies) for any condition for which such Affected Employee would have been entitled to coverage under the corresponding plan of the Company (or applicable Subsidiary of the Company) or the Acquired Companies in which such Affected Employee participated immediately prior to the Affected Employees Transfer Date, the Deferred European Transfer Date or the Deferred India Transfer Date, as the case may be. Subject to the approval of any applicable insurer, Buyer will cause such Affected Employees to be given credit under such plans for co-payments and other out-of-pocket expenses made, and deductibles satisfied, for the plan year in which the Affected Employees Transfer Date, the Deferred European Transfer Date or the Deferred India Transfer Date, as the case may be, occurs. (e) Notwithstanding anything to the contrary contained in this Agreement, no provision of this Agreement is intended to, or shall, constitute the establishment of, or an amendment to, any Plan for any purpose, including without limitation under ERISA. Nothing in this Agreement shall, or shall be construed so as to: (i) with respect to each such Purchaser constitute an amendment, waiver or creation of any Employee Plan that is a medical or health planany other benefit plan of any Acquired Company, waivethe Company, Seller, Buyer, or cause any of their respective Affiliates; or (ii) prevent or restrict in any way the waiver ofright of Buyer after the Affected Employees Transfer Date, anythe Deferred European Transfer Date or the Deferred India Transfer Date, as the case may be, to terminate, reassign, promote or demote any employee or Affected Employee, or to change (adversely or favorably) the title, powers, duties, responsibilities, functions, compensation, benefits, locations or other terms or conditions of employment of any such employee or Affected Employee, subject to the applicable terms of any written agreement between Buyer and any Affected Employee.

Employees. (a) Seller shall terminate, effective as Section 4.13(a) of the Closing Date, Disclosure Schedule sets forth the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to following information for each of Seller’s Employees on Employee: name; job title; current salary or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’hourly rate, as applicable, standard employment requirementsannual target bonus, if any; and service date or any adjusted service date reflecting service credit for prior employment. Each offer All of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a)employees of the Business are employed by Koppers, and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisPartnership does not employ any Persons. (b) Purchaser shall Except for the production Employees who are members of the Union, (i) provide each Transferred Employee, for the one-year period ending on the first anniversary none of the Closing DateEmployees have, a rate or are subject to, contracts of base pay that is no less than employment with Koppers or the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and Partnership, (ii) provide such Transferred all Employees (as a group) during their are employees “at will” whose employment with Purchaser with employee benefit plans, programs and policies is terminable without liability therefor (other than equity-based plansliability for severance payments or liability for retention or stay payments), programs or policiesand (iii) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as none of the Closing DateEmployees have, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser subject to, contracts or its Affiliatesother agreements relating to stay bonuses and offer letters providing for retention or stay payments, Purchaser shall provide such Transferred Employees (as commissions, compensation, special monetary or vacation awards, non-compete provisions or agreements, perquisites, warrants or other benefits to Employees; except in all cases that would not have a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit PlansMaterial Adverse Effect. (c) With respect to Purchaser Plans, except In the three (3) years prior to the extent otherwise required by applicable lawdate hereof, Purchaser shall use commercially reasonable efforts to neither Koppers nor the Partnership has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar Law) affecting employees employed by Koppers in connection with respect the operation of the Business at the Facility or that would otherwise be required to each such Purchaser Plan be aggregated under the WARN Act with any other layoffs or terminations that is would include any Employees or (ii) a medical or health plan, waive“mass layoff” (as defined in the WARN Act, or cause any similar Law) affecting employees employed by Koppers in connection with the waiver ofoperation of the Business at the Facility or that would otherwise be required to be aggregated under the WARN Act with any other layoffs or terminations that would include any Employees. Neither Koppers nor the Partnership has laid off any employees employed by Koppers in connection with the operation of the Business at the Facility in the ninety (90) calendar days prior to the date hereof, anynor has Koppers laid off any employees as part of any layoff that would be required to be aggregated under the WARN Act with any other layoffs or terminations that would include any Employees.

Employees. (a) Seller shall terminate, effective as agrees to provide the Buyer with an up-to-date list of the Closing Datenames, the employment title, compensation and date of hire of all employees listed persons who are employed primarily in connection with the Purchased Business and indicating whether such employee is on Schedule 3.19(ashort-term disability, pregnancy or parental leave, temporary lay-off, long-term disability or workers' compensation (the "Transferred Employees") “Seller’s Employees,” at least two business days and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up not more than four business days prior to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary Effective as of the Closing DateTime of Closing, a rate of base pay the Buyer agrees that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect it shall offer employment to such Transferred Employee and (ii) provide such all Transferred Employees (including any inactive employees) on substantially the same terms and conditions of employment as a groupare then applicable to the Transferred Employees. Except as described in Schedule 5.21, during the previous six (6) during their employment with Purchaser with employee benefit plansmonths, programs and policies (other than equity-based plans, programs or policies) that are substantially similar there have been no material changes in the aggregate to those employee benefit plans, programs terms and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit conditions of similarly situated employees employment of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar other than those undertaken in the aggregate normal course. No officer or senior employee (being an employee at the "Director" level or above) employed by the Seller has indicated his or her intention to those resign. In the event Buyer utilizes a written offer of employment for such offer it shall first obtain Seller, in which case Seller hereby agrees 's consent to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it the form and content thereof (not to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansunreasonably withheld). (c) With respect The consummation of the transactions contemplated by this Agreement will not entitle any current or former officer or employee of the Seller to Purchaser Plansseverance pay, except pay in lieu of notice, unemployment compensation, or any other similar payment, nor accelerate the time of payment or date of vesting, nor increase the amount of any compensation due to any Transferred Employee. The employment of all other employees employed by the Seller (other than Transferred Employees) shall be the responsibility of the Seller without recourse or liability to the extent otherwise required by applicable lawBuyer, Purchaser and Seller shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause be responsible for any employees who reject the waiver of, anyBuyer's offer of employment.

Employees. (a) On the Closing Date, Purchasers shall or shall cause one of their Affiliates to make offers of employment, which shall specify that such employment will not be effective until six (6) calendar days after the Closing Date (the “Hire Date”), to a sufficient number of the Employees (each such Employee who accepts such an offer of employment a “Business Employee”) to prevent liability under the WARN Act, subject to Purchasers’ (or their Affiliate’s) employment screening procedures and hiring practices. (b) Purchasers or their applicable Affiliate shall (i) provide the Business Employees with credit for health or welfare benefit deductibles and co-pays incurred by such Business Employees while employed by Sellers or their applicable Affiliate during 2021 with respect to similar health or welfare benefits to be made available to such employees by Purchasers, and (ii) shall honor no more than three (3) weeks of vacation for each Business Employee; provided, that Purchasers and Sellers shall split the costs 50%/50% of such three (3) weeks (or less, as applicable) of unused vacation for the Business Employees, including without limitation Business Employees scheduled to earn vacation on July 1, 2021 (Purchasers’ 50% portion of all such costs, the “Vacation Expenses”). Notwithstanding anything herein to the contrary, (i) Purchasers and their applicable Affiliate shall not grant Business Employees credit for service with Seller or an Affiliate for purposes of any Purchasers’ (or their applicable Affiliate’s) 401(k) plan, and (ii) if any Business Employee chooses to participate in Purchasers’ “work place solutions” program when hired (which allows employees to receive a higher hourly rate instead of vacation pay and other benefits), Purchasers shall terminatenot split the costs of any Vacation Expenses of such Business Employee with Sellers and Sellers shall bear the costs of all Vacation Expenses of such Business Employee. (c) Notwithstanding the preceding provisions of this Section 4.6, effective this Section 4.6 is not intended to and shall not (i) create any third party rights, (ii) amend any Benefit Program or Purchaser Plan, (iii) require Sellers, Purchasers any of their Affiliates to continue any Purchaser Plan beyond the time when it otherwise lawfully could be terminated or modified or (iv) provide any employee or former employee with any rights to continued employment, severance pay or similar benefits following any termination of employment. (d) Sellers (i) shall take all action necessary to waive any allocation condition that requires any Business Employee to be employed on the final day of the plan year under any tax-qualified Benefit Program and (ii) shall pro-rate any hour of service requirement according to the portion of the plan year completed as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (be) Purchaser During the period of time commencing on the Closing Date and ending on the Hire Date (the “Secondment Period”), Sellers shall cause their applicable Affiliate to (i) provide each Transferred Employee, for continue to employ the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee Business Employees and (ii) provide second such Transferred Business Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time Purchasers to time allow for the continued operation of the Business (the “Secondment”); provided that Purchasers shall fully reimburse Sellers and their applicable Affiliate for all expenses, including salary, hourly wages, and benefit costs; provided, that all welfare benefits are fully-insured, incurred by Sellers and their applicable Affiliate in connection with the continued employment of similarly situated employees of Purchaser or its Affiliates the Business Employees during the Secondment Period (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter ascollectively, the “Purchaser PlansSecondment Expenses”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any

Employees. (ai) Seller Buyer or one or more of its Subsidiaries shall terminate, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each employee of Seller’s Employees the CRM Business listed on Schedule 4(a)(i) (collectively, “CRM Employees”), which offer will provide such CRM Employee with (A) base salary or before wages and target cash bonus opportunities that are no less favorable, in the aggregate, than the base salary or wages and target cash bonus opportunities provided to such CRM Employee immediately prior to the Closing Date; providedDate and (B) employee benefits under plans, howeverprograms and arrangements that are commensurate, that any offer in the aggregate, with the employee benefits provided to similarly situated employees of Buyer or its Affiliates, which employment shall become effective upon the Closing. Buyer shall be responsible for all liabilities and obligations with respect to, and shall indemnify Seller and its Subsidiaries for (x) any compensation, bonuses or other remuneration payable to any Transferred CRM Employee (as defined below) on or after the Closing Date and (y) any severance or other obligation or liability arising out of the termination of employment of any CRM Employee by Purchaser Seller or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each whom an offer of employment was made and who does not accept such offer and any CRM Employee who is not extended an offer of employment with Buyer or one of its Subsidiaries pursuant to a Seller’s this Section 4. “Transferred CRM Employee” means each CRM Employee who accepts an offer of employment with Buyer or one of its Subsidiaries pursuant to this Section 4 which becomes effective upon Closing. For purposes of this Section 4, the term “employee” shall include base pay no less than all full-time and part-time employees and all employees on military leave, maternity leave, layoff, short-term or long-term disability, leave under the base pay payable to such Seller’s Employee Family and Medical Leave Act of 1993, as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any such plan. If there are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plans. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waiveamended, or cause the waiver of, anyon other permitted absences from employment.

Employees. (a) Seller shall terminateBuyer will offer employment, effective on the Closing Date, to all employees of Sellers who are covered by the IBEW Collective Bargaining Agreement and are actively employed as of the Closing Date in positions relating to the Purchased Assets except those who are assigned to TMI-2 ("Union Employees"). (i) Buyer will offer employment, effective on the Closing Date, to all employees of Sellers located at the Purchased Assets who are not covered by the IBEW Collective Bargaining Agreement except those who are assigned to TMI-2, and (ii) Buyer will be entitled to offer employment to any employee of Sellers located in Sellers' Parsippany headquarters (collectively, the "Non-Union Employees"). Each person who becomes employed by Buyer pursuant to Section 6.10(a) or (b) shall be referred to herein as a "Transferred Union Employee" or "Transferred Non-Union Employee", respectively, and collectively as "Transferred Employees". (c) All offers of employment made pursuant to Sections 6.10(a) or (b) shall be made (i) in accordance with all applicable laws, rules and regulations, and (ii) for Union Employees, in accordance with the IBEW Collective Bargaining Agreement. Buyer shall not administer as a pre-condition of employment any skills, aptitude, psychological profile or other employment-related tests to any of Seller's employees. (d) Schedule 6.10(d) sets forth the collective bargaining agreement, and all amendments thereto, to which Sellers are a party with the IBEW in connection with the Purchased Assets ("IBEW Collective Bargaining Agreement"). Transferred Union Employees shall retain their seniority and receive full credit for service with Sellers in connection with entitlement to vacation and all other benefits and rights under the IBEW Collective Bargaining Agreement and under each compensation, retirement or other employee benefit plan or program Buyer is required to maintain for Transferred Union Employees pursuant to the IBEW Collective Bargaining Agreement. With respect to Transferred Union Employees, on the Closing Date Buyer shall assume the IBEW Collective Bargaining Agreement for the duration of its term as it relates to Transferred Union Employees to be employed at TMI-1 in positions covered by the IBEW Collective Bargaining Agreement and shall comply with all applicable obligations under the IBEW Collective Bargaining Agreement. Buyer shall establish and maintain a pension plan and other employee benefit programs for the Transferred Union Employees for the duration of the term of the IBEW Collective Bargaining Agreement which are consistent with Sellers' pension plans and other employee benefit programs in effect for the Transferred Union Employees immediately prior to the Closing Date (the "GPU Plans") for the duration of the IBEW Collective Bargaining Agreement and comply with the obligations of the employer under the IBEW Collective Bargaining Agreement and applicable law. Buyer further agrees to recognize the IBEW as the collective bargaining agent for the Transferred Union Employees. 66 (e) As of the Closing Date, all Transferred Non-Union Employees shall commence participation in welfare benefit plans of Buyer or its Affiliates (the "Replacement Welfare Plans") that will provide benefits or coverage substantially similar to the benefits or coverage provided to the Transferred Non-Union Employees under the Sellers' plans and programs in effect for the Transferred Non-Union Employees immediately prior to the Closing Date. Buyer shall (i) waive all limitations as to pre-existing condition exclusions and waiting periods with respect to the Transferred Non-Union Employees under the Replacement Welfare Plans, other than, but only to the extent of, limitations or waiting periods that were in effect with respect to such employees under the welfare plans maintained by Sellers and that have not been satisfied as of the Closing Date, and (ii) provide each Transferred Non-Union Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any deductible or out-of-pocket requirements under the Replacement Welfare Plans (on a pro-rata basis in the event of a difference in plan years). (f) As of the Closing Date, Transferred Non-Union Employees shall be offered employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” substantially the same terms and conditions under which they are employed by Sellers and shall pay be given credit for all service with Sellers under all deferred compensation, profit-sharing, 401(k), retirement and pension plans, incentive compensation, bonus, fringe benefit and other employee benefit plans, programs and arrangements of Buyer ("Buyer Benefit Plans") in which they become participants. The Buyer Benefit Plans will provide benefits or coverage substantially similar to Seller’s the benefits or coverage provided under Sellers' plans and programs in effect for the Transferred Non-Union Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up immediately prior to the Closing Date. Xxxxxxxxx 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. (g) To the extent allowable by law, Buyer shall take any and all necessary action to cause the trustee of any defined contribution plan of Buyer or its Affiliates in which any Transferred Employee becomes a participant to accept a direct "rollover" in cash (except as provided in the immediately following sentence) of all or a portion of said employee's "eligible rollover distribution" within the meaning of Section 402 of the Code from the GPU Companies Employee Savings Plan for Non-Bargaining Employees or the Metropolitan Edison Company Savings Plan for Bargaining Unit Employees (the "Sellers' Savings Plans") if requested to do so by the Transferred Employee. Buyer agrees that the assets so rolled over may include promissory notes evidencing loans from Sellers' Savings Plans to Transferred Employees that are outstanding as of the Closing Date. However, except as otherwise provided in Section 6.10(d), any defined contribution plan of Buyer or its Affiliates accepting such a rollover shall not be required to (x) make an offer any further loans to any Transferred Employee after the Closing Date or (y) permit any investment to be made in GPU common stock on behalf of any Transferred Employee after the Closing Date. (h) Sellers shall retain any obligation to make, and shall indemnify Buyer in respect of, all severance payments to any Transferred Employee whose employment is terminated by Buyer for any reason other than for cause or disability within (i) the period from the Closing Date to each the first anniversary thereof, or (ii) the period from the first anniversary of Seller’s the Closing Date to the second anniversary thereof if prior to the first anniversary of the Closing Date the Buyer has notified Sellers of its intent to terminate a specified number of Transferred Employees during the period between such first and second anniversaries (and Sellers' obligations under this subparagraph (ii) shall be limited to such specified number of employees). All severance payments shall be made pursuant to a severance program to be adopted by Sellers prior to the Closing Date. (i) Sellers shall be responsible, with respect to the Purchased Assets, for performing and discharging all requirements under the WARN Act and under applicable state and local laws and regulations for the notification of its employees of any "employment loss" within the meaning of the WARN Act which occurs prior to the Closing Date. (j) Sellers are responsible for extending COBRA continuation coverage to all employees and former employees, and qualified beneficiaries of such employees and former employees, who become or became entitled to such COBRA continuation coverage on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject including those for whom the Closing Date occurs during their COBRA election period. Buyer shall be responsible for providing COBRA continuation coverage to all Transferred Employees and qualified beneficiaries of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable such employees who become entitled to such Seller’s Employee as set forth COBRA continuation coverage on Schedule 3.19(a), and such employment shall have a principal place of work that is at or after the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basisClosing Date. (bk) Purchaser Sellers shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such all Transferred Employees (as a group) during their all compensation, bonus, vacation and holiday compensation, pension, profit sharing and other deferred compensation benefits, workers' compensation or other employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that benefits to which they are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits entitled under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen as of the Closing Date, unless otherwise required by law or the terms of any the applicable compensation or benefit programs at such plan. If there times as are no similarly situated employees of Purchaser or its Affiliates, Purchaser shall provide such Transferred Employees (as a group) with employee benefit plans, programs and policies that are substantially similar in the aggregate to those of Seller, in which case Seller hereby agrees to provide Purchaser, upon written request, with any information reasonably required by Purchaser in order for it to fulfill such obligation. Neither Purchaser nor Purchaser Plans shall receive assets from, nor be required to assume any liabilities of, the Benefit Plansprovided therein. (c) With respect to Purchaser Plans, except to the extent otherwise required by applicable law, Purchaser shall use commercially reasonable efforts to (i) with respect to each such Purchaser Plan that is a medical or health plan, waive, or cause the waiver of, any