Common use of Employment Matters Clause in Contracts

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list There will not be any amounts payable by Caza or any of the following information as of the date of this Agreement Caza Subsidiaries to its or their respective officers, directors, employees or consultants for each Business Employee: employer; job title; location; date of hiring; date of commencement severance or termination pay upon termination of employment; and current compensation paid , or payable. At least sixty (60) days prior to the applicable Closingfor retention or bonus payments, the Sellers will provide to the Buyer the following information as in each case, on a change of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion control of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingCaza. (b) Except as set forth on Section 3.13(b) of disclosed in the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the SellersLetter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently filed pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsits employees.

Employment Matters. Corixa agrees that all employees of Coulxxx xxx continue employment with Corixa or the Surviving Corporation after the Effective Time (athe "Continuing Employees") The Sellers have provided shall be eligible to (i) continue to participate in the Buyer a complete Corixa or Surviving Corporation's health, vacation and accurate list of the following information as of the date of other non-equity based employee benefit plans; provided, however, that (A) nothing in this Section 5.15 or elsewhere in this Agreement for shall limit the right of Corixa or the Surviving Corporation to amend or terminate any such health, vacation or other employee benefit plan at any time, and (B) if Corixa or the Surviving Corporation terminates any such health, vacation or other employee benefit plan, then, (1) subject to any necessary transition period, each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty Continuing Employee (60as defined below) days who immediately prior to the applicable Closingtermination of such plan participated in such plan shall be eligible to participate in Corixa's health, vacation and other non-equity based employee benefit plans, to substantially the Sellers will provide same extent as employees of Corixa in similar positions and at similar grade levels, (2) Corixa shall credit each such Continuing Employee's service with Coulxxx, xx the same extent as such service was credited under the similar employee benefit plans of Coulxxx xxxediately prior to the Buyer Effective Time, for purposes of determining eligibility to participate in and vesting (but not benefit accrual) under, and for purposes of calculating the following information as benefits under, such employee benefit plan of immediately prior to such Closing Corixa, and (3) to the extent that permitted or required by such information can be generated at least sixty (60) days prior to employee benefit plan of Corixa and applicable law, Corixa shall waive any pre-existing condition limitations, waiting periods or similar limitations under such Closing employee benefit plan of Corixa and as early prior to shall provide each such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Continuing Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service with credit for purposes of vesting any co-payments previously made and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentencedeductibles previously satisfied, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) participate in Corixa's equity-based plans to the Knowledge same extent as similarly situated employees of Corixa. Nothing in this Section 5.15 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Corixa or the SellersSurviving Corporation and, there are no currently filed petitions for representation subject to any other binding agreement between an employee and Corixa or the Surviving Corporation, the employment with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearseach Continuing Employee shall be "at will" employment.

Employment Matters. (a) The Sellers have provided Buyer will consider its employment needs, and Buyer will, or will cause its affiliates to, make good faith offers of employment prior to the Closing Date to certain of Seller’s employees currently employed at or with respect to the Facilities. Offers of employment to any such employee will be contingent upon such employee’s meeting the conditions of employment as are given to other similarly-situated applicants for positions with Buyer. Buyer a complete will, or will cause its affiliates to, take all action necessary to cause such employees who accept offers (“Accepting Employees”) to be covered under the employee benefit plans of Buyer or its affiliates (including without limitation severance plans) and accurate list of the following information fringe benefit arrangements (and to have salary levels), in each case effective as of the date Effective Date, on the same basis as those provided to Buyer’s or its affiliates’ employees in comparable positions. Buyer will, or will cause its affiliates to, take all action necessary to give Accepting Employees credit for their period of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid employment recognized by Seller or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit any affiliate thereof for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees its comparable employee benefit plan in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to determining the amount of sick benefits under any applicable vacation, short-term disability, or severance plan, and vacation leave for purposes of recognized company service. Buyer represents and warrants that is accrued but unused as there will be no preexisting condition limitations applicable to Accepting Employees under any group health plan of such Closing. (b) Buyer or its affiliates. Except as set forth on Section 3.13(b) in this Article 4, Buyer shall have no obligation to employ or offer employment to any of Seller’s employees. Notwithstanding the Disclosure Scheduleforegoing, (i) none of the Business Employees isnothing in this Agreement shall obligate Buyer or its affiliates to maintain any benefit plan, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) and to the Knowledge of extent permitted by law, Buyer and its affiliates shall have the Sellersability to revise, there are no currently filed petitions for representation with respect modify, amend or terminate any benefit plan, policy or practice in its sole discretion at any times; provided, however, that any such revisions, modification, amendment, termination or failure to the formation of a collective bargaining unit involving maintain shall not discriminate against any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsAccepting Employees.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Acquiror agrees prior to the applicable ClosingClosing Date to cooperate with and to provide information to Seller, the Sellers will Company and its Subsidiaries as necessary or appropriate to comply with or satisfy any requirement or custom to consult with or provide information to, with respect to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion any of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries transactions contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide any labor organization representing or related to the Buyer, for each Business Employee whose services relate primarily to the portion employees of the Business being transferred at such Closing, data relating to the amount Company or any of sick and vacation leave that is accrued but unused as of such Closingits Subsidiaries. (b) Except No provision of this Agreement shall be construed as a guarantee of continued employment of any employees of Company or its Subsidiaries (the “Continuing Employees”), and this Agreement shall not be construed so as to prohibit Acquiror or any of its Subsidiaries from having the right to terminate the employment of any Continuing Employee; provided that any such termination is effected in accordance with applicable Law and the terms of the collective agreements set forth on Schedule 6.2(a). (c) From and after the Closing Date, Acquiror shall give each Continuing Employee full credit, where applicable, under any employee benefit plans, arrangements, collective bargaining agreements and employment-related entitlements for such Continuing Employees’ service with Seller (except for the accrual of benefits under a Pension Plan; provided that the Pension Plan is not subject to a collective bargaining agreement) and with respect to any predecessor employer, to the same extent recognized by Seller, to the extent commercially feasible. (d) From and after the Closing Date, Acquiror shall provide or cause to be provided coverage to all Continuing Employees and their respective spouses and dependents, under a group health plan sponsored by Acquiror or an Affiliate of Acquiror. Acquiror shall be solely responsible for post-Closing compliance with the requirements of Section 3.13(b) 4980B of the Disclosure ScheduleCode and part 6 of subtitle B of Title I of ERISA (“COBRA”), including the provision of continuation coverage with respect to all Continuing Employees for whom a qualifying event occurs in connection with, on or after the Closing Date. For purposes of this Section 6.2, the terms “group health plan,” “continuation coverage” and “qualifying event” shall have the meanings ascribed to them in COBRA. (ie) none Effective as of the Business Closing Date, Continuing Employees isand their applicable dependents shall cease to accrue benefits under any Seller Benefit Plans. Immediately upon, and contingent upon, the Closing Date, Seller shall cause each Continuing Employee who is a participant in the Seller 401(k) Plan to become fully vested in his or during her accounts under such Seller 401(k) Plan. As soon as practicable after Closing, Acquiror shall establish a defined contribution Qualified Plan (“Acquiror Qualified Plan”), and, prior to Closing, Seller shall amend the past two Seller 401(k) Plan so as to not provide for distributions to any Continuing Employee solely as a result of the transaction contemplated by this Agreement. As soon as administratively feasible after the Closing Date (2which date shall hereinafter be referred to as the (“Plan Account Transfer Date”), the trustee of the Seller 401(k) years has been, represented Plan shall transfer to the trustee of the Acquiror Qualified Plan the account balance of each Continuing Employee in the Seller 401(k) Plan (inclusive of any outstanding loans from the Seller 401(k) Plan to a Continuing Employee) by a unionplan-to-plan transfer. Acquiror shall be responsible for all costs or expenses incurred in effecting such plan-to-plan transfer. Seller and Acquiror represent and warrant that the Seller 401(k) Plan and the Acquiror Qualified Plan and their related trust, labor organization or group (collectivelyrespectively, a “Union”will satisfy the requirements for qualification under Section 401(a) that was either voluntarily recognized or certified by any labor relations board; (ii) none and related sections of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge Code in all material respects as of the SellersPlan Account Transfer Date. The transfer of account balances described herein shall comply with applicable Law, there are and each Party shall make all filings and take any actions required of such Party under applicable Law in connection therewith. (f) On or before the Closing, Seller and Company shall terminate Company’s and each of its Subsidiary’s participation in each of the Seller Benefit Plans. From and after the Closing, Seller shall be liable for all benefits payable under all Seller Benefit Plans, and Company and its Affiliates shall have no currently filed petitions for representation liability with respect to the formation Seller Benefit Plans. Each Party shall use its commercially reasonable efforts to cooperate in connection with the administration of a collective bargaining unit involving Seller Benefit Plans and administration and transfer of plan sponsorship of Company Benefit Plans. (g) This Agreement is not intended by the parties to (i) constitute an amendment to any Plan, (ii) obligate Acquiror, Company or any of the Business Employees and no such petitions for representation have been filed orits Subsidiaries to maintain any particular compensation or benefit plan, to the Knowledge program, policy or arrangement or (iii) create any obligation of the SellersParties with respect to any employee benefit plan of Acquiror, threatened in the past two (2) years; (iv) there is no unfair labor practice Company or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsits Subsidiaries.

Employment Matters. (a) The Sellers have provided As of the Effective Time, CoBancorp will pay the financial obligations of CoBancorp and the CoBancorp Subsidiaries, as applicable, with regard to the Buyer a complete employment and accurate list of severance agreements with John X. Xxxxxxxxxx, Xxmoxxx X. Xxxxx xxx Jamex X. Xxxen, as amended on or before the following information Effective Time, as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; summarized and current compensation paid listed on Exhibit 5.4(a) ("Employment Agreements" or payable. At least sixty (60) days prior to the applicable Closing"Employment Agreement"), the Sellers and FirstMerit will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing assume and as early prior to such Closing as reasonably practicable pay, to the extent such information cannot obligations can be generated at least sixty (60) days prior assumed or benefits thereunder provided as a matter of law, but conditional upon receipt of a standard release of FirstMerit regarding matters related to such Closing) for each Business Employee whose services relate primarily to employment and termination of employment. FirstMerit acknowledges that the portion consummation of the Business being transferred at such Closing: service credit Merger will constitute a change in status for purposes the Senior Officers entitling each of vesting and eligibility them to participate terminate his employment for good reason under any Employee Plan (including any vacation or other paid time off policy of the Sellers)his Employment Agreement. The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may listed herein will not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will provided any resulting inaccuracies in any information delivered pursuant to this separation benefits under Section 3.13(a5.4(b) be considered a breach of any provision of this Agreement. Further, within ten or (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingc). (b) Except FirstMerit agrees to pay as set forth separation monies to employees of CoBancorp listed on Exhibit 5.4(b), and in the amounts listed thereon. An amount will not be paid if the employee voluntarily terminates his employment without good reason prior to the expiration of six months after the Effective Time. Any payment due hereunder is conditioned upon receipt of a standard release of FirstMerit regarding matters related to employment and termination of employment. The parties listed herein will not be provided any separation benefits under Section 3.13(b5.4. (c) FirstMerit agrees to pay as separation monies to employees of CoBancorp and the CoBancorp Subsidiaries, other than the persons with Employment Agreements or covered in Section 5.4(a) or (b), in consideration for a standard release of FirstMerit regarding matters related to employment and termination of employment, who either at Closing do not become employees of FirstMerit or its Subsidiaries or to persons who become employees of FirstMerit or its Subsidiaries but whose employment is terminated during the 180-day period after the Effective Time (except if such termination is for cause). The separation monies will be calculated as indicated on Exhibit 5.4(c). Such employees will also be entitled to any other benefits, if any, required by law. FirstMerit is not required to hire any employees of CoBancorp or the CoBancorp Subsidiaries, but may if it so desires. All persons employed by FirstMerit and its Subsidiaries as of the Disclosure ScheduleEffective Time will remain "at will" employees, (i) none of the Business Employees is, meaning that their employment can be terminated for any or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) no reason. Notwithstanding anything contained herein to the Knowledge contrary, no third party shall have a right to enforce the provisions of this Section 5.4(b) or assert any claim hereunder. (d) Following the SellersEffective Time, there are no currently filed petitions for representation with respect the employee benefit programs to be available and applicable to the formation persons who were employees of a collective bargaining unit involving any CoBancorp and the CoBancorp Subsidiaries, and who become employees of the Business Employees and no such petitions for representation have been filed orFirstMerit and/or its subsidiaries, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.are as follows:

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty thirty (6030) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such the Closing (to the extent that such information can be generated at least sixty thirty (6030) days prior to such the Closing and as early prior to such the Closing as reasonably practicable to the extent such information cannot be generated at least sixty thirty (6030) days prior to such the Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee, data relating to the amount of sick and vacation leave that is accrued but unused as of such the Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (aA) The Sellers have provided to Within ten (10) days of the date hereof, the Buyer a complete and accurate list shall provide written offers of employment to all of the following information Employees, at the same or substantially the same overall compensation levels as of in effect on the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable ClosingAgreement, the Sellers will provide to the Buyer the following information effective as of immediately prior to such Closing (to and conditioned upon the extent that such information can Closing. Such employment offers will be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide subject to the Buyer's standard employment policies and practices and any employment shall be at will and shall not be deemed to be pursuant to any contract of employment, for each Business Employee whose services relate primarily express or implied, and nothing shall limit the Buyer's right to the portion of the Business being transferred at such Closing, data relating to the amount of sick terminate any Employee's employment with or without cause and vacation leave that is accrued but unused as of such Closingwith or without notice. (bB) Except as set forth on Section 3.13(b) The Sellers agree to terminate the employment of the Disclosure Scheduleall Business Employees, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation contractors and consultants with respect to the formation Acquired Assets and the Business effective as of the end of business on the Closing Date, and to give timely and legally sufficient notice of termination to them. (C) Nothing herein is intended to confer upon any employee of the Sellers any rights of any kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to employment for a collective bargaining unit involving specified period or any other form of employment security. Except as otherwise specifically provided herein, the Buyer shall have no Liability or obligation nor incur any cost or expense with respect to any claims, whether arising before or after Closing, by any employee or former employee of the Sellers arising by reason of the sale or purchase of the Acquired Assets pursuant to this Agreement or by reason of such employee or former employee's employment, or the termination of his or her employment, by the Sellers. The Buyer shall provide medical coverage under its current medical plan to the Business Employees and commencing on the day after the Closing Date. Except as otherwise specifically provided herein, the Sellers shall have no Liability or obligation nor incur any cost or expense with respect to any claims arising after Closing, by any Business Employee arising by reason of the sale or purchase of the Acquired Assets pursuant to this Agreement or by reason of such petitions for representation have been filed orBusiness Employees employment, or the termination of his or her employment, by the Buyer. Without limiting the foregoing, any severance obligation arising by reason of the sale of the Acquired Assets by the Sellers pursuant to this Agreement shall remain the Knowledge sole Liability of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Sellers have provided At all times prior to the Closing Date, the Sellers shall provide the Buyer a complete and accurate list with all information reasonably requested by the Buyer about the employees engaged in the development, use, operation or maintenance of the following information as of Purchased Assets in order for the Buyer to decide whom it will offer employment. No later than twenty (20) Business Days after the date of this Agreement for each Business Employee: employerAgreement, the Buyer shall identify and provide to the Sellers a written list of such individuals to whom the Buyer will offer employment effective as of the Closing Date (the “Identified Employees”). The Sellers shall use their reasonable best efforts to assist the Buyer in its efforts to hire the Identified Employees effective as of the Closing Date. Except as otherwise provided in this Section 5.3, all offers by the Buyer shall be on terms and conditions as the Buyer in its sole discretion shall determine; job title; location; date of hiring; date of commencement of employment; and current compensation provided, that such terms shall include (i) a base salary no less than the base salary being paid or payable. At least sixty (60) days by the Sellers immediately prior to the applicable Closing Date and (ii) an opportunity to earn a performance bonus in respect of the 2009 calendar year on substantially the terms provided in the Sellers’ Performance Bonus Plan, in each case as set forth in Section 5.3(a) of the Disclosure Schedule. Except as otherwise expressly provided in this Agreement, the Buyer shall not have any Liability or responsibility for, and the Sellers shall have sole Liability and responsibility for, any and all severance pay and other employment termination obligations for the Sellers’ employees regardless of whether such employees become employees of the Buyer; provided, (i) that the Buyer will agree with each Transferred Employee that in the event such Transferred Employee is terminated by the Buyer without cause at any time prior to December 31, 2010, such Transferred Employee will be entitled to receive from the Buyer the amount to which they would be entitled under the severance plan and policies of the Sellers as in effect on the date hereof as set forth in Section 5.3(a) of the Disclosure Schedule (and the Buyer shall be solely responsible for the payment of such amounts without reimbursement from the Sellers), (ii) the Buyer will not hire any Identified Employee who declines an offer of employment from the Buyer pursuant to this Section 5.3(a) and is subsequently terminated by the Sellers until the expiration of the period, if any, for which severance amounts are payable to such Identified Employee in accordance with the severance plan and policies of the Sellers as in effect on the date hereof and (iii) the Buyer shall pay each Transferred Employee who remains employed by the Buyer through December 31, 2009 the performance bonus earned by such Transferred Employee in an amount they would be entitled to receive in respect of the 2009 calendar year if they remained the Sellers’ employees under the Sellers’ Performance Bonus Plan as set forth in Section 5.3(a) of the Disclosure Schedule; provided, that (A) the Purchase Price shall be reduced by an amount equal to the Sellers’ pro rata share of such bonus based on the number of days in 2009 during which the Transferred Employee was an employee of the Sellers (the maximum possible amount of such reduction, the “Outside Bonus Amount”) and (B) the Buyer shall (1) hold back from the consideration to be paid to the Sellers at the Closing and retain, for its own account and as general assets free of any pledge, lien, claim or other legal or equitable interest of the Sellers other than as set forth in the immediately following clause (B)(2), an amount equal to the Outside Bonus Amount and (2) promptly after payment of such bonuses to the Transferred Employees, pay to the Sellers the excess (if any) of the Outside Bonus Amount over the amount of all such bonuses actually paid by the Buyer and attributable to the Sellers’ pro rata share of such bonuses. Nothing herein shall be construed to prevent the Buyer from terminating the employment of any employee of the Buyer at any time after the Closing Date for any reason (or no reason). At or prior to Closing, the Sellers will provide to shall pay each Transferred Employee the Buyer amount such person would receive under the following information as of immediately prior to Sellers’ Long Term Retention Bonus Plan if such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion person remained an employee of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge thatSellers from Closing until December 31, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing2012. (b) Except It shall be the Sellers’ sole responsibility to provide the required notices under Part 6 of Title I of ERISA (“COBRA”) to all M&A Qualified Beneficiaries (as set forth defined in Treasury Regulations Section 54.4980B-9, Q&A 4) in connection with qualifying events occurring on Section 3.13(bor before the Closing Date (“Closing or Pre-Closing Qualifying Events”) and to provide or cause to be provided coverage under COBRA to such individuals and shall be responsible for all obligations and liabilities relating to or arising under the COBRA continuation coverage requirements in connection with Closing or Pre-Closing Qualifying Events. The Buyer shall be solely responsible for providing the required notices and coverage under COBRA to employees of the Disclosure ScheduleBuyer who are qualified beneficiaries entitled to COBRA continuation coverage under the Buyer’s group health plan in connection with qualifying events occurring after the Closing Date. The Sellers shall indemnify, defend and hold the Buyer harmless from and against any and all liabilities, losses, claims, demands, costs, expenses (including, without limitation, actual attorneys’ fees, expenses and costs) and any other Liability whatsoever that the Buyer may incur if the Sellers fail to provide the required COBRA continuation coverage to M&A Qualified Beneficiaries in connection with Closing or Pre-Closing Qualifying Events and the Buyer becomes legally obligated to provide such coverage. (c) The Sellers shall be (i) none considered to be the “employer” for any triggering events arising out of this Agreement under the Business Employees isWARN Act, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of solely and exclusively responsible for all liabilities and obligations under the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; WARN Act and (iii) solely and exclusively responsible for providing all notices required under the WARN Act. The Sellers shall indemnify, defend and hold the Buyer harmless from and against any and all liabilities, losses, claims, demands, costs, expenses (including without limitation actual attorneys’ fees, expenses and costs) and any other Liability whatsoever arising out of or resulting from the Sellers’ breach of the foregoing covenants and obligations. (d) As of the Closing Date, the Transferred Employees shall be eligible to participate in the Buyer’s 401(k) plan, subject to the Knowledge terms of the Buyer’s 401(k) plan, in the same manner as similarly situated employees of the Buyer; provided, that the Transferred Employees shall receive service credit for the period of service of the Transferred Employees with the Sellers for purposes of eligibility to participate and vesting. (e) As of the Closing Date, the Transferred Employees shall be eligible to participate in any group hospitalization, medical, dental, life, disability and other welfare benefit plans and programs available to similarly situated employees of the Buyer (the “Buyer’s Welfare Plans”), subject to the terms of the Buyer’s Welfare Plans; provided, that service with the Sellers shall be deemed to be service with the Buyer for the purposes of determining eligibility to participate and the level of benefits provided in the Buyer’s Welfare Plans. In addition, the Buyer shall use reasonable efforts to cause the Buyer’s medical plan (i) to waive any pre-existing condition limitations for conditions covered immediately prior to the Closing under the applicable welfare plans of the Sellers and (ii) to honor any deductible expenses incurred by the Transferred Employees during the portion of the current plan year which precedes the Closing Date. (f) For any Transferred Employee, the Sellers shall pay at the time of termination of employment with the Sellers any and all accrued and unpaid paid time-off time. In the event that a Transferred Employee has used more paid time-off than he or she has accrued at the time of termination of employment with the Sellers, the Sellers may in accordance with their normal business practice and applicable Legal Requirements offset the value of the used paid time-off against the last paycheck of the Transferred Employee. Upon employment of the Transferred Employee by the Buyer, the Transferred Employee will begin to accrue paid time-off time in accordance with the Buyer’s paid time-off policy as then in effect. The Buyer shall, however, permit Transferred Employees to take up to ten (10) paid time-off days prior to those days being accrued in accordance with the Buyer’s paid time-off policy in order to accommodate the summer vacation schedules of the Transferred Employees (“Advanced PTO Days”). Employees who take Advanced PTO Days will “work off” the Advanced PTO Days as they accrue paid time-off time in accordance with the Buyer’s paid time-off policy. All Advanced PTO Days must be approved in advance by a manager of the Buyer to ensure appropriate coverage for such Transferred Employee’s work and to ensure that there are no currently filed petitions for representation is minimal impact on the services to be provided to the Sellers under the Services Agreement. (g) Nothing herein is intended to, and shall not be construed to, create any Third Party beneficiary rights of any kind or nature, including, without limitation, the right of any Transferred Employee or other individual to seek to enforce any right to compensation, benefits or any other right or privilege of employment with the Sellers or the Buyer. (h) The Sellers shall provide to the Buyer upon request all documentation with respect to the formation of a collective bargaining unit involving any of Transferred Employees necessary to enable the Business Employees and no such petitions for representation have been filed or, Buyer to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, fulfill its statutory obligations pursuant to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years8 C.F.R. Section 274a.2(b)(1)(viii)(A)(7)(ii).

Employment Matters. Not: (a) The Sellers have provided except as described in the Frankfort First Disclosure Schedule, grant any increase in the rate of pay of any of their employees, except that Frankfort First may review non-officer employee salaries in November or December of 2004 and give raises averaging no more than 5%, consistent with past practices; (b) institute or amend any Employee Benefit Plan, except as expressly contemplated under this Agreement; (c) enter into or modify any written employment arrangement with any Person except as described in Sections 3.11 and 7.2; (d) make any discretionary contributions to any of the Frankfort First Existing Plans; or (e) make any allocation to the Buyer a complete and accurate list account of any participant(s) in any of the following information Frankfort First Existing Plans, other than in the normal course and in accordance with the terms of the relevant Frankfort First Existing Plan or except as expressly contemplated by this Agreement. Notwithstanding anything herein to the contrary, immediately prior to the Effective Time, Frankfort First shall use its best efforts to cause the participants in its Junior Officer Recognition Plan (the “JORP”) to agree that the JORP shall be terminated as of the date Effective Time, all vesting of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days awards made prior to the applicable ClosingEffective Time shall cease as of the Effective Time and any unvested awards shall expire at the Effective Time, provided that in exchange for the Sellers will provide termination of unvested awards the Bank may agree to pay such participants in the future a cash payment equal to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated Cash Value multiplied by the preceding sentencenumber of shares of Frankfort First Common Stock as to which vesting ceased. Such payments shall be made on the same dates and over the same period of time during which vesting would have continued had the JORP not been terminated, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave each payment equal to the number of shares of Frankfort First Common Stock that is accrued but unused as of would have vested on such Closing. (b) Except as set forth on Section 3.13(b) date multiplied by the Cash Value, provided the participant continues to be an employee of the Disclosure Schedule, (i) none of Bank or an Affiliate on the Business Employees is, or during date the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory payment is to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsbe made.

Employment Matters. (ai) The Sellers Section 3.1(dd) of the Nomad Disclosure Letter sets out a true and complete list of all employees of the Company and its subsidiaries, date of hire/cumulative length of service, term of contract (if fixed), position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are unionized or subject to a written employment Contract as well as a list of all former employees of the Company to whom the Company or its subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations. Except as disclosed in Section 3.1(dd) of the Nomad Disclosure Letter, no employee of the Company or its subsidiaries has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance. All written Contracts in relation to the employees listed in Section 3.1(dd) of the Nomad Disclosure Letter have been provided to the Buyer Purchaser. (ii) Section 3.1(dd) of the Nomad Disclosure Letter contains a correct and complete and accurate list of each independent contractor currently engaged by the following information as Company or its subsidiaries including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of US$75,000 per annum have been provided to the Purchaser. Each independent contractor of the date Company and its subsidiaries has been properly classified as an independent contractor and neither the Company nor any of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty its subsidiaries has received any notice from any Governmental Authority disputing such classification. (60iii) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information Except as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60set out in Section 3.1(dd) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit Nomad Disclosure Letter or in the Nomad Public Disclosure Record, neither the Company nor any of its subsidiaries is a party to or bound or governed by, or subject to: (A) any employment, consulting, retention or change of control agreement with, or any written or oral agreement, arrangement or understanding providing for purposes retention, severance or termination payments to, any officer, employee or consultant of vesting and eligibility to participate under any Employee Plan the Company or its subsidiaries in connection with the termination of their position or their employment as a direct result of a change in control of the Company (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingArrangement). (bB) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees isany collective bargaining or union agreement, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed actual or, to the Knowledge knowledge of the SellersCompany, threatened application for certification or bargaining rights in respect of the Company or its subsidiaries; (C) any labour dispute, strike or lock-out relating to or involving any employees of the Company or its subsidiaries; or (D) any actual or, to the knowledge of the Company, threatened material claim against the Company or its subsidiaries arising out of or in connection with employment or consulting relationship or the termination thereof. Complete and correct copies of the agreements, arrangements and understandings referred to in paragraphs (A) and (B) of this Section 3.1(dd) are included in the past two (2) years; Nomad Diligence Information. (iv) there The Company has not and is not engaged in any unfair labour practice and no unfair labor labour practice complaint, grievance or labor arbitration proceeding brought by or on behalf of any of the Business Employees is pending or, to the Knowledge knowledge of the SellersCompany, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCompany.

Employment Matters. (a) The Sellers have provided Prior to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date Buyer or its designee has offered employment to those employees of hiring; date Seller or its Affiliates listed on Schedule 5.6(a) (such employees, the “Eligible Employees”). With respect to those employees that accept such offer of commencement employment (the “Transferred Employees”), effective as of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, Seller or its applicable Affiliate shall take such actions as may be necessary to terminate the Sellers will provide to the Buyer the following information as employment of immediately prior to each such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentenceTransferred Employee, and as a result each Transferred Employee shall cease to be an employee of ordinary course personnel turnoverSeller and shall become an employee of Buyer or its designee, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused effective as of such Closingtime. Buyer or its designee’s employment of any Transferred Employee shall be on “at-will” basis. (b) Except as set forth During the period commencing on Section 3.13(b) the Closing Date and ending on the date which is [**] from the Closing (or if earlier, the date of the Disclosure ScheduleTransferred Employee’s termination of employment with Buyer or its designee), Buyer shall, or shall cause its designee to, provide each Transferred Employee with: (i) none of base salary or hourly wages which are no less than the Business Employees is, base salary or during hourly wages provided by Seller immediately prior to the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations boardClosing; (ii) none of target bonus opportunities (excluding equity-based compensation), if any, which are no less favorable than the Business Employees is, or during target bonus opportunities (excluding equity-based compensation) provided by Seller immediately prior to the past two (2) years has been, a signatory to or bound by a Collective Agreement with any UnionClosing; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by Seller immediately prior to the Knowledge Closing; and (iv) severance benefits that are the better of (A) the Seller’s practice, plan or policy in effect for such Transferred Employee immediately prior to the Closing or (B) those provided under Buyer’s severance practice, plan or policy. With respect to any employee benefit plan maintained by Buyer or its designee for the benefit of any Transferred Employee, effective as of the SellersClosing, there are no currently filed petitions Buyer shall, or shall cause its designee to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for representation 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 or (y) such service was not recognized under the corresponding benefit plan. Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of employment of any Transferred Employee, and that each such Transferred Employee will have continuous employment immediately before and immediately after the Closing. Buyer shall be liable and hold the Seller harmless for: (A) any statutory, common law, contractual or other severance with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) yearsTransferred Employee; and (vii) no labor disputeany claims relating to the employment of any Transferred Employee arising in connection with or following the Closing. (c) Seller shall be liable for, walk outand shall promptly pay, strikeall wages, slowdownsalaries, hand billingbonuses, picketingfees, commissions, payroll Taxes and employee benefits, including accrued vacation pay or time off, due, owing or accrued for all Transferred Employee prior to the Closing Date. In particular, Seller shall provide and continue to provide all continuation coverage under its, or work stoppage involving its Affiliates’, group health plans required by ERISA, the Business Employees has occurredCode and other applicable Law for employees that are terminated by Seller or its Affiliate and do not accept an offer of employment with Buyer or its designee pursuant to Section 5.6(a). Buyer (or its designee) shall bear all the liabilities, obligations and costs relating to, and shall indemnify and hold harmless Seller and its Affiliates from and against any claims relating to the employment of any Transferred Employee after the Closing, including in respect of any act or omission relating to the employment of any Transferred Employee after the Closing. (d) Nothing in this Section 5.6, express or implied, is intended to or shall confer upon any Person other than the parties hereto, including any Transferred Employee, any right, interest, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person shall be treated as a third party beneficiary by, in, or under this Agreement or any Related Document. Nothing in progress orthis Agreement shall constitute an amendment or modification to any employee benefit plan, to the Knowledge of the Sellersprogram, has been threatened in the past two (2) yearspolicy, or arrangement.

Employment Matters. (a) The Sellers have provided parties acknowledge and agree that the consummation of the Merger shall be deemed to constitute a “Change of Control” as such term is defined under that certain employment agreement between GSI and Xxxxxxx Xxxxx, effective August 23, 2006, as amended by an Amendment 2008-1 to the Buyer a complete Employment Agreement, effective December 30, 2008 (such agreement as so amended, the “Xxxxx Employment Agreement”) and accurate list that upon the consummation of the following information as Merger, (i) all time-based vesting restrictions on any stock options, RSUs, PRSUs or any other equity-based compensation awarded by GSI to Xxxxxxx Xxxxx shall be deemed fully satisfied upon such Change in Control and (ii) all performance based vesting conditions on any PRSUs or any other equity-based compensation awarded by GSI to Xxxxxxx Xxxxx shall be deemed fully satisfied at the maximum level upon such Change in Control. For the avoidance of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closingdoubt, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes acceleration of vesting and eligibility the payment set forth in this Section 5.18(a) shall be in addition to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree payments and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence benefits that Xxxxxxx Xxxxx may be Business Employees at entitled to under the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Xxxxx Employment Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on The parties further acknowledge and agree that following the Merger Closing, Section 3.13(b) 7.2 of the Disclosure ScheduleXxxxx Employment Agreement shall be amended by adding the following new sentence to the end thereof: “Notwithstanding anything to the contrary herein, (i) none of Executive shall have the Business Employees isright to, directly or indirectly, communicate, disclose or divulge to any Person, or during use for the past two (2) years has beenbenefit of any Person, represented by a unionany Proprietary Information or Third Party Information, labor organization or group (collectivelyin each case, a “Union”) that was either voluntarily recognized or certified by in any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) way relating to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice business or labor arbitration proceeding brought by or on behalf operation of any of the Business Employees pending orPurchased Entities (as defined in that certain Stock Purchase Agreement by and between NRG Commerce, LLC and eBay Inc., dated as of March 27, 2011).” Following the Merger Closing, Seller shall cause GSI to amend the Knowledge of employment agreement to reflect the Sellers, threatened against the Sellers and no such proceeding has been initiated or, addition to the Knowledge of the Sellers, threatened Section 7.2 discussed above in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsthis Section 5.18(b).

Employment Matters. (a) The Sellers have provided For a period of up to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty forty-five (6045) days after the Closing, subject to extension by written consent of Buyer and Seller (the “Employee Transition Period”), Seller will use all reasonable efforts to retain the U. S. Employees and lease such employees to Buyer to conduct the Business as provided in an Employee Transition Services Agreement on terms reasonably satisfactory to Buyer and Seller and entered into prior to Closing (the applicable Closing, the Sellers “Employee Transition Agreement”). The Employee Transition Agreement will provide to the that Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing will reimburse Seller for all U.S. Employees’ wages, salary, commission, and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting other employee compensation and eligibility to participate under any Employee Plan benefits (including any vacation or taken to the extent of any accrual included in the Final Net Book Value but excluding any severance payments except as provided in Section 6.11(d)) incurred during the Employee Transition Period and for all other paid time off policy liabilities associated with such U.S. Employees during the Employee Transition Period of the Sellerstype for which Buyer would be responsible had Buyer hired such U.S. Employees as of the Closing. The Employee Transition Agreement will also provide that Seller, during the Employee Transition Period, (i) will use commercially reasonable efforts to maintain the relationships with the U.S. Employees and (ii) not take any actions with respect to the U.S. Employees that if taken between the date hereof and the Closing Date would be prohibited by Section 6.1(b)(i) (but only as it incorporates Section 4.5(k) and Section 4.5(l) as it relates to Section 4.5(k) and only from the date of the Closing and not from the date of the Latest Balance Sheet). The parties agree performance by Seller of its obligations to Buyer under the Employee Transition Services Agreement shall not be prohibited by or violate Seller’s obligations under Sections 6.3 and acknowledge that, due 6.8. Prior to the timing Closing, Buyer and Seller agree to make such changes as may be required to the Mutual Transition Services Agreement to account for the Employee Transition Agreement during the Employee Transition Period. Notwithstanding the foregoing, Buyer will use all reasonable efforts to put in place the benefit plans required under this Section 6.11 to be in place at the end of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide Employee Transition Period prior to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) Immediately prior to the end of the Disclosure ScheduleEmployee Transition Period, (i) none Seller will terminate the employment of each U.S. Employee. Five Business Days prior to the end of the Employee Transition Period, Seller will deliver to Buyer an updated Employee List setting forth the information required by Section 4.20(l) as of fifteen Business Employees is, or during Days prior to the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none end of the Business Employees isEmployee Transition Period, or during the past two (2) years has beenrather than as of March 31, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers2014, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.each U.S.

Employment Matters. (a) The Sellers have During the period commencing on the Closing and ending on the date that is twelve (12) months after the Closing (or if earlier, the date of the employee’s termination of employment with Parent or any other Park Subsidiary (including the Surviving Entity)), Parent shall, and shall cause each other Park Subsidiary (including the Surviving Entity), as applicable, to, provide each individual who is an employee of the Company or any Company Subsidiary immediately prior to the Closing and who remains employed by Parent or any other Park Subsidiary (including the Surviving Entity and any Company Subsidiary) immediately following the Closing (each, a “Continuing Employee”) with (i) a base salary or base wages at an annual rate that is no less than the annual rate of the base salary or base wages provided to such Continuing Employee immediately prior to the Closing, (ii) a target annual cash incentive opportunity that is no less than the target annual cash incentive opportunity provided to such Continuing Employee immediately prior to the Closing, (iii) long term equity incentive compensation opportunity with a value that is not less than any long term equity incentive compensation opportunity provided to such Continuing Employee prior to the Closing and (iv) benefits (including severance) that are substantially comparable in the aggregate to the benefits provided to the Buyer a complete Continuing Employee by the Company and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Company Subsidiaries immediately prior to the applicable Closing. Notwithstanding anything to the contrary contained herein, the Sellers will Parties acknowledge that the decision to provide to an individual who is an employee of the Buyer the following information as of Company or any Company Subsidiary immediately prior to such the Closing with employment immediately following the Closing (or at any time thereafter) is within the sole discretion of the Park Parties. (b) Parent shall, and shall cause the other Park Subsidiaries (including the Surviving Entity) to, provide credit for each Continuing Employee’s length of service with the Company and the Company Subsidiaries (as well as service with any predecessor employer of the Company or any Company Subsidiary) for purposes of (i) eligibility to participate in (but not for purposes of any benefit accrual under any defined benefit pension plan or other post-retirement plan) and (ii) determining levels of vacation and paid time-off under, each plan, program, policy, agreement or arrangement of Park or the other Park Subsidiaries (the “Park Plans”), to the same extent that such service was recognized under a similar plan, program, policy, agreement or arrangement of the Company or any Company Subsidiary, except that no such prior service credit will be required or provided to the extent that (A) it results in a duplication of benefits, or (B) such service was not recognized under the corresponding Company Employee Program. (c) To the extent permitted by applicable Law, the Park Parties shall use, and shall cause the Surviving Entity to use, reasonable best efforts to cause each Park Plan in which any Continuing Employee participates after the Closing that provides health or welfare benefits to (i) waive all limitations as to preexisting conditions, exclusions, waiting periods and service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations applicable under the corresponding Company Employee Program or to the extent that such information can be generated at least sixty pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Employee Program and (60ii) days prior to such honor any payments, charges and expenses of Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Program in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Company Employee Program during the calendar year in which the Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingoccurs. (bd) Except as set forth on Nothing in this Section 3.13(b) of the Disclosure Schedule, 7.7 shall (i) none confer any rights upon any Person, including any Continuing Employee or former employee of the Business Employees isCompany or any of the Company Subsidiaries, or during other than the past two (2) years has beenParties to this Agreement and their respective successors and permitted assigns, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of constitute or create an employment agreement or create any right in any Continuing Employee or any other Person to any continued employment or service with or for the Business Employees isCompany, the Company Subsidiaries, the Park Parties or the other Park Subsidiaries (including the Surviving Entity), or during the past two (2) years has beento any compensation or benefits of any nature or kind whatsoever, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge constitute or be treated as an amendment, modification, adoption, suspension or termination of any employee benefit plan, program, policy, agreement or arrangement of the SellersCompany, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of Company Subsidiaries, the Business Employees and no such petitions for representation have been filed orPark Parties or the other Park Subsidiaries (including the Surviving Entity), to the Knowledge of the Sellers, threatened in the past two (2) years; or (iv) there is no unfair labor practice alter or labor arbitration proceeding brought limit the ability of the Company, the Company Subsidiaries, the Park Parties or the other Park Subsidiaries (including the Surviving Entity) to amend, modify or terminate any benefit plan, program, policy, agreement or arrangement at any time assumed, established, sponsored or maintained by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsthem.

Employment Matters. (a) The Sellers have Not later than 14 days before the Closing Date, the Buyers shall cause the New Operator to offer employment to each Employee, effective immediately following the Closing provided that the Closing occurs, at an initial rate of base pay not less than that in effect with respect to the Buyer Employee immediately before the Closing and initially at the same location and in a complete and accurate list capacity substantially equivalent to the capacity of the Employee immediately before the Closing. The Seller shall, and shall cause the Company and their Affiliates to cooperate with the reasonable requests of Buyers and the New Operator for access to the Employees before Closing for purposes of making such employment offers. Any Employee who accepts such offer of employment shall be referred to herein as a “Transferred Employee.” The Buyers shall cause the Company to terminate, effectively immediately following information as the Closing, the employment of all Employees and to pay to each Employee who is not a Transferred Employee the cash severance that the Employee would have received from the Seller or its Affiliates had such termination of employment occurred immediately before the Closing. The Buyers also shall, or shall cause the Company to, notify the Seller, on or before the third Business Day following the Closing Date, of the date names of the Employees (if any) who are not Transferred Employees. Except as otherwise required by applicable Law, the New Operator shall not be required to continue the employment of any Transferred Employee after the Closing or, except as otherwise provided in this Agreement for Section 7.6, to continue such employment on any particular terms and conditions. (b) The Buyers shall procure that the New Operator agrees to (i) provide each Business Employee: employer; job title; location; date Transferred Employee with employee benefits under plans maintained by New Operator (“Post-Closing Benefit Plans”) that are no less favorable in the aggregate than the benefits provided by the New Operator from time to time to its other similarly situated employees, (ii) upon receiving proof of hiring; date of commencement of employment; prior creditable coverage, waive all health care plan pre-existing condition requirements, actively at work exclusions, and current compensation paid waiting periods applicable to the Transferred Employees under the Post-Closing Benefit Plans (except to the extent that the requirements, exclusions, or payable. At least sixty periods applied with respect to the Transferred Employees immediately before the Closing), (60iii) days credit under the Post-Closing Benefit Plans all health care expenses incurred by the Transferred Employees under the Allegheny Employee Benefit Plans during the year in which the Closing Date occurs and prior to the applicable ClosingClosing Date for the purposes of satisfying annual and lifetime deductibles and out of pocket limits, (iv) credit each Transferred Employee with service before the Sellers will provide to Closing Date for all purposes under the Buyer the following information as Post-Closing Benefit Plans (other than for purposes of immediately prior to such Closing (benefit accrual under any defined benefit pension plan) to the extent that such information can be generated at least sixty service was credited under the Allegheny Employee Benefit Plans immediately before the Closing, (60v) days prior fulfill all obligations for accrued vacation and sick leave earned or accrued by the Transferred Employees as of the Closing Date, including all unused earned, banked and accrued vacation and sick leave that Transferred Employees have earned as of the Closing Date, and (vi) cause the trustee of any Post-Closing Benefit Plan that is a defined contribution plan in which a Transferred Employee participates, as directed by the Employee, to such Closing and accept as early prior to such Closing as reasonably practicable a contribution any distribution to the extent Transferred Employee from the Allegheny Energy Employee Stock Ownership and Savings Plan that constitutes an “eligible rollover distribution” within the meaning of section 401(a)(31)(D) of the Code and complies with the provisions of both the Allegheny Energy Employee Stock Ownership and Savings Plan and the applicable receiving Post-Closing Benefit Plan; provided, however, that such information canPost-Closing Benefit Plan shall not be generated at least sixty (60) days prior required to such Closing) for each Business accept any distribution from the Allegheny Energy Employee whose services relate primarily to Stock Ownership and Savings Plan in the portion form of the Business being transferred at such Closing: service credit for purposes securities of vesting and eligibility to participate under any Employee Plan (including any vacation Seller or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingits Affiliates. (bc) Except as set forth on Section 3.13(b) The Seller shall, or shall cause an appropriate Affiliate of the Disclosure ScheduleSeller to, (i) none be responsible for complying with the requirements of Part 6 of Subtitle B of Title I of ERISA, section 4980B of the Business Employees isCode, or during and any similar applicable state law, including the past two (2) years has beennotice requirements thereof, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to any Employee (or any person who is a qualified beneficiary in respect of an Employee) who has a “qualifying event” (within the formation of a collective bargaining unit involving any meaning of the Business Employees foregoing statutes) that occurs on or before the Closing Date. (d) The Buyers acknowledge that the Company does not own any pension assets and that no such petitions for representation have been filed orpension assets of the Seller, if any, will be transferred to the Knowledge Company or the Buyers. (e) Nothing contained in this Section 7.6, whether express or implied, is intended to confer upon any Employee or former employee of the SellersCompany any right or remedy, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of including without limitation any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsright as a third-party beneficiary.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Acquiror agrees prior to the applicable ClosingClosing Date to cooperate with and to provide information to Sellers and the Companies as necessary or appropriate to comply with or satisfy any requirement or custom to consult with or provide information to, the Sellers will provide with respect to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion any of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries transactions contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide any labor organization representing or related to the Buyer, for each Business Employee whose services relate primarily to the portion employees of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingCompanies. (b) Except For a period of no less than one (1) year following the Closing Date, Acquiror shall or shall cause each Company to maintain for employees of such Company (“Continuing Employees”) employee benefits that are substantially comparable in the aggregate to the employee benefits provided to the Continuing Employees immediately prior to the Closing. Notwithstanding the foregoing, the terms of the immediately preceding sentence shall not apply to any Continuing Employee who is covered by a collective bargaining agreement, and instead, the terms and conditions of employment of each such Continuing Employee following the Closing Date shall be governed by the terms of the applicable collective bargaining agreement. No provision of this Agreement shall be construed as a guarantee of continued employment of any Continuing Employee and this Agreement shall not be construed so as to prohibit Acquiror or any of its Subsidiaries from having the right to terminate the employment of any Continuing Employee; provided that any such termination is effected in accordance with applicable Law. For the avoidance of doubt, from and after the Closing, the Companies and Acquiror shall, effective as of the Closing, retain or assume the sponsorship of any and all assets and Liabilities under or relating to each Company Benefit Plan other than the Retained Plans (such Company Benefits Plans, the “Transferred Plans”) and shall indemnify and hold the Seller and its Affiliates harmless for any and all costs, expenses or Liabilities incurred in relation to the Transferred Plans, regardless of when any such cost, expense or Liabilities arises, is incurred, is reported or disclosed. (c) Each Party acknowledges that it will implement the actions described on Schedule 6.3(c). (d) The Parties acknowledge that the employees of the Companies set forth on Schedule 6.3(d) attached hereto (the “Retention Unit Employees”) were previously granted restricted units (the “Retention Units”) in Pinafore Holdings B.V. (“Pinafore”), subject to the terms and conditions of the Pinafore Holdings B.V. 2010 Equity Compensation Plan (the “Pinafore Equity Plan”) and an award letter agreement dated as of December 10, 2010 (the “Retention Award Letters”), which Retention Units represent, for each Retention Unit awarded, the right to receive, at the time stated in the Retention Award Letters and subject to the terms of the Retention Award Letters and the Pinafore Equity Plan, one ordinary class B share of Pinafore (or an amount in cash equal to the value thereof), subject to adjustment in certain circumstances as set forth on Section 3.13(b) in the Pinafore Equity Plan. The Parties acknowledge that pursuant to the terms of the Disclosure ScheduleRetention Award Letters, (i) none the Retention Units awarded to each Retention Unit Employee vest and become non-forfeitable in three equal annual installments as follows: one-third of the Business Employees isRetention Units vested on December 10, or during 2011 (the past two (2) years has been“First Retention Unit Tranche”), represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none one-third of the Business Employees isRetention Units vest on December 10, or during 2012 (together with the past two First Retention Unit Tranche, the “Retained Retention Unit Tranches”), and one-third of the Retention Units vest on December 10, 2013 (2) years has been, a signatory to or bound by a Collective the “Third Retention Unit Tranche”). Notwithstanding any other provision of this Agreement with any Union; (iii) to the Knowledge contrary, the Parties agree that effective as of the SellersClosing Date, there are no currently filed petitions for representation with respect to the formation Retention Unit Employees, the Sellers and their Subsidiaries shall remain solely responsible for all Liabilities for or relating to the Retained Retention Unit Tranches and Acquiror and its Affiliates shall assume and be solely responsible for all liabilities for or relating to the Third Retention Unit Tranche (all Retention Units held by the Retention Unit Employees constituting a part of the Third Retention Unit Tranche are referred to herein as the “Assumed Retention Units”). The assumption of the Assumed Retention Units by Acquiror shall be effected as follows: (i) Each Assumed Retention Unit shall be converted into a restricted unit award (“Rollover Units”) denominated in common stock (or other equity securities having features comparable to common stock) in Acquiror or an Affiliate of Acquiror that owns immediately following the Closing directly or indirectly 100% of the equity securities of Acquiror (such common stock or other comparable security, the “Underlying Rollover Securities”). Such conversion shall be done in a manner that in all events is in compliance with the Pinafore Equity Plan and Section 409A of the Code. (ii) The Rollover Units shall be eligible to vest and become non-forfeitable on December 10, 2013 and shall otherwise be subject to the same terms and conditions as were applicable to the corresponding Retention Units prior to the Closing Date (as adjusted to reflect the assumption described in this Section 6.3(d) in such manner as most closely preserves the intent and substantive terms and conditions of the Retention Units as in effect prior to the Closing Date). (iii) The number of Rollover Units to be substituted in respect of the Assumed Retention Units for each Retention Unit Employee shall be determined by multiplying the number of Assumed Retention Units for such Retention Unit Employee by the Exchange Ratio. The “Exchange Ratio” shall be equal to the quotient of (x) the dollar value of a collective bargaining unit involving any single share of Pinafore, calculated as of the Business Employees and no such petitions for representation have been filed orday before the Closing at its fair market value, as most recently calculated by Pinafore in accordance with its customary practices divided by (y) the fair market value of one share or unit of Underlying Rollover Securities as of immediately following the Closing. (e) This Agreement is not intended by the Parties to the Knowledge (i) constitute an amendment to any Company Benefit Plan, (ii) obligate Acquiror or any Company to maintain any particular compensation or benefit plan, program, policy or arrangement or (iii) create any obligation of the Sellers, threatened in the past two (2) years; Parties with respect to any employee benefit plan of Acquiror or any Company or (iv) there is no unfair labor practice confer on any Continuing Employee or labor arbitration proceeding brought by any other Person (other than the Parties) any rights or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two remedies (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsincluding third-party beneficiary rights).

Employment Matters. (a) The Sellers have provided Schedule 2.26(a) sets forth, (i) with respect to each Current Employee (including any Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall) (A) the Buyer a complete name of such Employee and accurate list the date as of which such Employee was originally hired by the following information Company, and whether the Employee is on an active or inactive status; (B) such Employee’s title and job function; (C) such Employee’s annualized compensation as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable ClosingAgreement, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any base salary, vacation or other and/or paid time off policy of the Sellers). The parties agree accrual amounts, bonus and/or commission accrual and acknowledge thatpotential, due to the timing of the deliveries contemplated by the preceding sentenceseverance pay accrual and potential, and as any other forms of compensation whether accrued or potential; (D) whether such Employee is fully available to perform the essential functions of his or her job with reasonable accommodation because of a result qualified disability, or because of ordinary course personnel turnoverother leave and, certain individuals who are identified as Business Employees if applicable, the type of leave (e.g., disability, workers compensation, family or other leave protected by applicable Law) and the anticipated date of return to full service; (E) the Company facility at which such Employee is deemed to be located; (F) each current Company Employee Plan in which such Employee participates or is eligible to participate; and (G) any Governmental Authorization, permit or license that is held by such Employee and that is used in connection with the deliveries contemplated by Company’s business, (ii) whether such Employee has executed the preceding sentence may not be Business Employees at the applicable ClosingCompany’s standard form nondisclosure, confidentiality and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closingassignment of inventions agreement and (iii) each Employee who, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the BuyerCompany’s Knowledge, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closinghas been convicted of, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingor pleaded guilty or no contest to, any felony. (b) Except Schedule 2.26(b) contains a list of individuals who are currently performing services for the Company and are classified as “consultants” or “contract labor” or “independent contractors,” the respective compensation of each such “consultant” or “contract laborer” or “independent contractor” and whether the Company is party to a consulting or contract labor or independent contractor agreement with the individual. Any such agreements have been delivered to Parent and are set forth on Section 3.13(bSchedule 2.26(b). (c) Schedule 2.26(c)(i) lists each Employment Agreement. The Company has delivered to Parent a copy of each Employment Agreement and any amendment thereto. The Company has not obligated itself, by contract or otherwise, to provide to Current Employees any form or period of notice prior to terminating the Disclosure Scheduleemployment of any of its Current Employees that is different from the form or period required by applicable Law. (d) The Company has delivered to Parent copies of all employee manuals and handbooks and employment policy statements, all of which complied at all relevant times with applicable Law. (i) none None of the Business Current Employees ishas given the Company written notice terminating his or her employment with the Company, or during terminating his or her employment upon a sale of, or business combination relating to the past two (2) years has been, represented by a union, labor organization Company or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations boardin connection with the Transactions; (ii) none the Company does not have a present intention to terminate the employment of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any UnionCurrent Employee; (iii) to the Knowledge Company’s Knowledge, no Current Employee, consultant or contractor is a party to or is bound by any employment agreement, patent disclosure agreement, non-competition agreement, any other restrictive covenant or other agreement with any Person, or subject to any judgment, decree or order of any court or administrative agency, any of which would reasonably be expected to have a material adverse effect in any way on (A) the performance by such Current Employee, consultant or contractor of any of his or her duties or responsibilities for the Company, or (B) the Company’s business or operations; (iv) to the Company’s Knowledge, no Current Employee, contractor or consultant is in violation of any term of any employment agreement, invention assignment agreement, non-competition agreement, or any other restrictive covenant to a former employer or entity relating to the right of any such Current Employee, contractor or consultant to be employed or retained by the Company; and (v) the Company is not and has not ever been engaged in any dispute or litigation with any Employee regarding intellectual property matters. (f) The Company is not presently, nor has it been in the past, a party to or bound by any union contract or agreement, collective bargaining agreement or similar agreement. The Company does not Know of any activities or proceedings of any labor union to organize any Current Employees. (g) Schedule 2.26(g) sets forth a list of every severance pay practice, policy, agreement, plan and program of the SellersCompany (each, a “Severance Plan”). The Company has made available to Parent with respect to each such Severance Plan, as applicable (i) a true, correct and complete copy thereof and all amendments thereto, and (ii) all trust agreements, investment management agreements and other agreements in relation thereto. All such Severance Plans have been operated and administered in compliance with their respective terms and all applicable Law (including without limitation the Labor Standards Act and the Guarantee of Workers’ Retirement Benefits Act of the Republic of Korea). Except for the Severance Plans identified in Schedule 2.26(g), the Company is not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the Company’s policies) to any Employee arising from the termination of employment under any benefit or severance practice, policy, agreement, plan, program of the Company, applicable Law or otherwise. As a result of or in connection with the Transactions, the Company will not have (i) any liability under any benefit or severance policy, practice, agreement, plan, program, or Law applicable thereto, including severance pay, bonus compensation or similar payment, or (ii) to accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any Employee. Accordingly, as of the Closing Date, the Company will have satisfied in full all of its obligations to all Employees, consultants and/or contractors for any severance pay, accelerated vesting, or any other payments whatsoever. (h) The Company has been and is in compliance, in all material respects, with all applicable Laws and agreements respecting employment, employment practices, employee benefits, terms and conditions of employment, immigration matters, labor matters, and wages and hours, in each case, with respect to its Employees and, to the Company’s Knowledge, there are no currently filed petitions for representation with respect allegations to the formation of a collective bargaining unit involving contrary. (i) There are no demands or claims pending or, to the Company’s Knowledge, threatened, before any Governmental Entity by any Employees for compensation, pending severance benefits, vacation time, unpaid meal or rest breaks, vacation pay or pension benefits, or any other claim threatened or pending before any Governmental Entity from any Employee or any other Person arising out of the Business Employees Company’s status as employer or joint employer, whether in the form of claims for employment discrimination, harassment, retaliation, unfair labor practices, grievances, wrongful discharge, wage and hour violations, breach of contract, unfair business practice, tort, unfair competition or otherwise. In addition, there are no such petitions for representation have been filed orpending or threatened claims or actions against the Company under any workers compensation policy or long-term disability policy, nor, to the Knowledge of the SellersCompany, threatened is there any reasonable basis therefor. The Company has complied with and is in the past two compliance with all applicable workers compensation Laws in all material respects. (2j) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending orThe Company and, to the Knowledge Company’s Knowledge, each Current Employee is in compliance with all applicable visa and work permit requirements, and no visa or work permit held by a Current Employee will expire during the six-month period beginning on the date of this Agreement. (k) The Company has entered into blanket wage arrangements with each of the SellersCurrent Employees, threatened against pursuant to which their annual salary includes a predetermined amount of meal allowance, car allowance, overtime allowance and nighttime work allowance (together, the Sellers “Blanket Allowances”). Schedule 2.26(k) sets forth all allowances paid to Employees for the past five years, other than the Blanket Allowances (“Allowances”), broken down by categories of Allowance, and no whether such proceeding Allowances are required by applicable Law or arise from policy and practice of the Company. The Company properly accounted for all Allowances in wages for tax purposes, and as required by Korean GAAP. The Company has been initiated or, properly withheld all amounts it was required to withhold with respect to the Knowledge payment of the Sellers, threatened in the past two (2) years; any Allowances and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, Blanket Allowances. The Company has not withheld or work stoppage involving the Business Employees has occurred, is in progress or, failed to the Knowledge of the Sellers, has been threatened in the past two (2) yearspay any Allowances or Blanket Allowances required by applicable Law.

Employment Matters. (a) The Sellers have provided to Section 3.12(a) of the Buyer Disclosure Schedules contains a complete and accurate list of the following information all persons who are employees of CPBR as of the date of this Agreement hereof, and sets forth for each Business Employeesuch individual the following: employer(i) name; job title(ii) title or position (including whether full or part time); location; date of hiring; date of commencement of employment(iii) current annual base compensation rate; and current compensation paid (iv) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.12(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses and employment taxes, social security payments and similar governmental payments, payable to (or payable. At least sixty (60for the benefit of) days employees, independent contractors or consultants of CPBR for services performed on or prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing date hereof have been paid in full (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of accrued in full on in this ordinary course personnel turnoverof business and there are no outstanding agreements, certain individuals who are identified as Business Employees in connection understandings or commitments of CPBR with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closingrespect to any compensation, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingcommissions or bonuses. (b) CPBR is and has been at all times from November 30, 2009 up to and including the Closing Date in compliance with all applicable Laws respecting employment and employment practices, and terms and conditions of employment (including existing and prior union agreements) except, in any such case, for such non-compliance or violations as would not have in the aggregate a Material Adverse Effect. (c) Except as set forth on Section 3.13(bspecified in the Disclosure Schedules, there are no written employment Contracts related to any employees of CPBR and no material consulting Contracts to which CPBR is a party. (d) CPBR has not caused any mass layoff (as defined in WARN) of any Persons working for CPBR. (e) Schedule 3.12(e) of the Disclosure ScheduleSchedules provides a complete and accurate summary description of each CPBR Benefit Plan. True and complete copies of each of the CPBR Benefit Plans, summary plan descriptions, administration agreements, related trusts, insurance or group annuity contracts and each other funding or financing arrangement relating to any CPBR Benefit Plan, including any amendments thereto, have been furnished or made available to Buyer. (f) Each CPBR Benefit Plan (and each related trust, insurance contract or funding arrangement) has been administered and operated in accordance with the terms of the controlling documents and with applicable provisions of ERISA, the Code and all other applicable Laws except as would not otherwise have a Material Adverse Effect. (g) All contributions due and owing to any CPBR Benefit Plan have been paid to the applicable CPBR Benefit Plan (or related trust or held in the general assets of CPBR, or accrued as appropriate on the Balance Sheet of CPBR). (h) There are no unresolved claims or disputes under the terms of, or in connection with, any CPBR Benefit Plan (other than routine claims for benefits) and no action, legal or otherwise, has been commenced with respect to any such claim or dispute. To the Knowledge of CPBR, no CPBR Benefit Plan is the subject of an investigation, audit, or adverse proceeding involving the PBGC, the IRS or the DOL. (i) none The execution of this Agreement and the consummation of the Business Employees istransactions contemplated herein will not (A) result in any payment becoming due to any officer, director, employee or consultant of CPBR (except as otherwise disclosed in Section 3.15), (B) materially increase the benefits otherwise payable by CPBR, or during (C) result in the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none acceleration of the Business Employees istime of payment or vesting of any awards or benefits under any CPBR Benefit Plan. (j) Since its formation, CPBR has not (A) maintained or sponsored, nor participated in, any Employee Pension Benefit Plan subject to Title IV of ERISA for any of its employees, (B) contributed to or been required to contribute to any Multiemployer Plan, or during the past two (2C) years has beenmaintained or contributed to any Employee Welfare Benefit Plan that provides health, a signatory to medical or bound by a Collective Agreement life insurance benefits for retired or terminated employees, their spouses or their dependents, other than in accordance with any Union; (iii) to the Knowledge Section 4980B of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCode.

Employment Matters. (a) The Sellers have Buyer agrees that, without Seller’s prior written consent and excepting only as expressly otherwise provided below, until one year after the Closing Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly solicit for employment or hire any employee or contractor of Seller or any of its Affiliates, except as to the Available Employees (excluding those who have received severance from Seller or its Affiliates in connection with termination of their employment), as defined in Section 8.10(b) below; provided that, so long as Buyer a complete and accurate list has not breached its obligations under this Section 8.10(a), neither Buyer nor its Affiliates shall be precluded from (i) making general solicitations to the public or industry that are not directly or indirectly targeted at such employees or (ii) hiring any such employee or contractor who (1) responds to any advertisement to the public or the industry generally that is not directly or indirectly targeted at employees of the following information Seller or any of its Affiliates, or (2) has been terminated (and not rehired) by Seller or any of its Affiliates (but excluding, for avoidance of doubt, any such Available Employee who has received severance from Seller or its Affiliates in connection with such termination). In the event that Buyer or its Affiliates breach their covenant set forth in the preceding sentence, as liquidated damages, Buyer shall reimburse Seller or its Affiliate, as the case may be, for any severance benefits paid by Seller or its Affiliate, as the case may be, to such Available Employee pursuant to a written severance arrangement in effect on the date hereof. (b) Buyer or its Affiliates, in its and their sole discretion, may make offers of employment to those certain of the Seller’s or Seller’s Affiliates’ employees whose identity is communicated in a notice to Buyer, which notice shall be delivered by Seller to Buyer on the Execution Date and shall contain each such employee’s name, position, location, and compensation information, and whose employee identification numbers, positions, and locations are set forth on Schedule 8.10(b) (the “Available Employees”). Such offers will be at base salaries or hourly base wages, as applicable, that are no less favorable than the base salaries or hourly base wages, as applicable, of such Available Employees on the Closing Date and employee benefits that are substantially comparable in the aggregate to the employee benefits provided by Buyer or its Affiliates, as applicable, to its similarly situated employees (each such offer, a “Qualifying Offer of Employment”). From and after the date of delivery of such notice until the Closing Date, and subject to all contact and communication with such individuals being coordinated through Seller’s human resources department (which shall promptly cooperate with the reasonable requests of Buyer in respect thereof), Buyer may interview such Available Employees during normal business hours. With respect to each of the Available Employees hired by Buyer, its Affiliates, or any third party contractor on behalf of and at the request of Buyer or its Affiliates (each a “Business Employee”), whose employment with Buyer is terminated during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall provide such Business Employee with severance benefits equal in value to those that such Business Employee would have received under the EP Energy Severance Plan in effect as of the date Execution Date (the “Severance Plan”). Notwithstanding anything to the contrary contained in this Section 8.10, Buyer shall be solely responsible for any severance payments and benefits which may be payable to any Business Employees as a result of this Agreement any termination of employment that occurs following the Closing Date and Seller shall be solely responsible for any severance payments or benefits (whether under the Severance Plan or otherwise) which may be payable to any Business Employee as a result of any termination of employment that occurs or is deemed to have occurred under the Severance Plan on or prior to the Closing Date (without any action of Buyer). No later than five Days prior to the Closing Date, Seller shall provide Buyer with the aggregate amount of all severance obligations under the Severance Plan in respect of Available Employees (assuming for such purpose that each Available Employee becomes a Business Employee whose employment is terminated by Buyer on the Day after the Closing Date). (c) All Business Employees shall become employees of Buyer or its Affiliate, as applicable, as of 12:00 a.m. of the respective local time where the Business Employees are located as of the Closing Date and, at such time, Buyer or its Affiliate, as applicable, shall become responsible for payment of all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to Buyer’s or its Affiliate’s, as applicable, employment of the Business Employee accruing from and after the Closing Date. Seller or its Affiliate, as the case may be, shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities, and other obligations related to the employment of the Business Employees accruing before the Closing Date but excluding the obligations to be assumed by Buyer for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior Employee pursuant to the applicable Closingprovisions hereof. (d) All Business Employees shall cease active participation in all plans, the Sellers will provide programs and arrangements of Seller and its Affiliates relating to the Buyer the following information compensation and employee benefits as of immediately prior to the Closing Date. As of the Closing Date, such Closing (Business Employee shall be permitted to participate in the plans, programs, and arrangements of Buyer and its Affiliates relating to compensation and employee benefits for which he or she is eligible pursuant to the extent that such information can be generated at least sixty terms thereof (60each, a “Buyer Plan”). (e) days prior to such Closing and as early prior to such Closing as reasonably practicable to To the extent such information cannot be generated at least sixty (60) days prior any Business Employees become eligible to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit participate in any Buyer Plan, for purposes of vesting and determining eligibility to participate and vesting, service with Seller or its Affiliates shall be treated as service under such Buyer Plan. Such service shall also be recognized for purposes of satisfying any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree pre-existing conditions, actively-at-work exclusions and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation waiting periods with respect to the formation of a collective bargaining unit involving any participation by and coverage of the Business Employees and no their eligible dependents in Buyer Plans, provided that such petitions credit is in compliance with the applicable legal requirements and terms of the Buyer Plans and to the extent permitted by any applicable third party insurance carrier. (f) As soon as reasonably practicable following the Closing Date, Seller shall pay, or shall cause its Affiliates to pay, to each Business Employee, in cash in a lump sum, the amount of any unused paid time off accrued by such Business Employee as of the Closing Date under Seller’s paid time off policy as in effect immediately prior to the Closing Date. Without limiting the generality of Section 8.10(e), following the Closing, each Business Employee shall be eligible to participate in Buyer’s paid time off policy in accordance with its terms and subject to its conditions, provided that Buyer shall recognize such Business Employee’s service with Seller and its Affiliates for representation all purposes under such policy, other than in respect of accrual of paid time off for the portion of the year in which the Closing occurs which precedes the Closing Date. (g) Schedule 8.10(g) sets forth the employee number of each Available Employee in respect of whom contributions have been filed ormade to any Benefit Plan that is a tax qualified contribution plan and as to which, as of the Execution Date, any amounts attributable to such contributions are unvested, and as to each such Available Employee the value of such unvested amounts. As required by applicable Law, Seller shall, or shall cause its Affiliates to, adopt such resolutions and take such other actions as are required to provide that, effective as of the Closing, each Business Employee shall be fully vested in any benefit accrued by such Business Employee under any Benefit Plan that is a tax qualified contribution plan as of the Closing, including without limitation any matching contribution made by Seller on behalf of such Business Employee under any Benefit Plan that is a tax-qualified defined contribution plan. (h) Effective as of the Closing Date, Seller shall terminate the employment of any Available Employee who is not primarily located in Houston, Texas (as indicated by the employee location set forth on Schedule 8.10(b), such employee being a “Field Employee”) and is made and does not accept a Qualifying Offer of Employment. Seller agrees that, without Buyer’s prior written consent and excepting only as expressly otherwise provided below, until one year after the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly (i) solicit for employment any employee or contractor of Buyer (excluding those who have received severance from Seller or any of its Affiliates) or any Available Employee or (ii) hire any Business Employee or rehire any Field Employee; provided that, so long as Seller has not breached its obligations under this Section 8.10(h), neither Seller nor its Affiliates shall be precluded from (1) making general solicitations to the Knowledge of public or the Sellersindustry generally that are not directly or indirectly targeted at Business Employees, threatened in the past two or (2) years; hiring any Business Employee who responds to any such general solicitation or who has been terminated (ivand not rehired) there is no unfair labor practice by Buyer or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsits Affiliates.

Employment Matters. Not: (a) The Sellers have provided except as described in the Frankfort First Disclosure Schedule, grant any increase in the rate of pay of any of their employees, except that Frankfort First may review non-officer employee salaries in November or December of 2004 and give raises averaging no more than 5%, consistent with past practices; (b) institute or amend any Employee Benefit Plan, except as expressly contemplated under this Agreement; (c) enter into or modify any written employment arrangement with any Person except as described in Sections 3.11 and 7.2; (d) make any discretionary contributions to any of the Frankfort First Existing Plans; or (e) make any allocation to the Buyer a complete and accurate list account of any participant(s) in any of the following information Frankfort First Existing Plans, other than in the normal course and in accordance with the terms of the relevant Frankfort First Existing Plan or except as expressly contemplated by this Agreement. Notwithstanding anything herein to the contrary, immediately prior to the Effective Time, Frankfort First shall use its best efforts to cause the participants in its Junior Officer Recognition Plan (the "JORP") to agree that the JORP shall be terminated as of the date Effective Time, all vesting of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days awards made prior to the applicable ClosingEffective Time shall cease as of the Effective Time and any unvested awards shall expire at the Effective Time, provided that in exchange for the Sellers will provide termination of unvested awards the Bank may agree to pay such participants in the future a cash payment equal to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated Cash Value multiplied by the preceding sentencenumber of shares of Frankfort First Common Stock as to which vesting ceased. Such payments shall be made on the same dates and over the same period of time during which vesting would have continued had the JORP not been terminated, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave each payment equal to the number of shares of Frankfort First Common Stock that is accrued but unused as of would have vested on such Closing. (b) Except as set forth on Section 3.13(b) date multiplied by the Cash Value, provided the participant continues to be an employee of the Disclosure Schedule, (i) none of Bank or an Affiliate on the Business Employees is, or during date the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory payment is to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsbe made.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement Klondex shall make offers of employment; and current compensation paid or payable. At least sixty (60) , effective at the Closing Time, to each of [****], which offers of employment shall be made no later than ten days prior to the applicable Closing, Closing Date. [****] shall each have the Sellers will provide option to the Buyer the following information as accept or reject their respective offer of immediately prior employment up to such Closing (to the extent that such information can be generated at least sixty (60) five days prior to such the Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingDate. (b) Except as set forth on Section 3.13(b) As a condition of closing, prior the Disclosure ScheduleClosing Date, Shoreline shall have: (i) none Terminated, effective prior to the Closing Date, the employment of all its employees other than any employee who tenders his or her resignation effective prior to the Business Employees is, or during the past two Closing Date (2each such resigning employee being a "Resigning Employee") years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; and all such terminated Shoreline employees are hereinafter referred to as "Terminated Employees"; (ii) none provided all notice or pay in lieu of the Business notice to all Terminated Employees is, or during the past two (2) years has been, a signatory to or bound as is required under all applicable employment agreements with such Terminated Employees and as otherwise required by a Collective Agreement with any Unionlaw; and (iii) paid to all employees of Shoreline all accrued vacation pay, statutory holiday pay, wages, salaries, termination payments (subject to subsection 4.8(c) below), and all other benefits and entitlements accrued up to the Knowledge Closing Date under the applicable employment agreement with each such employee and as otherwise required by law, and Shoreline shall and does hereby indemnify and hold Klondex harmless for all liabilities, obligations and amounts arising from matters during the period commencing on June 23, 2015 and ending on the Closing Date, or in connection with the transactions herein set forth, that may be or become owing by Shoreline, to any or all employees of the SellersShoreline including without limitation, there are no currently filed petitions for representation all Resigning Employees, Terminated Employees, and subject to subsection 4.8(c) hereof, [****]. (c) Notwithstanding whether or not [****] accepts employment with respect Klondex pursuant to the formation offers made in accordance with subsection 4.8(a), Shoreline shall terminate both of a collective bargaining unit involving any of their employment contracts effective the Business Employees and no such petitions for representation have been filed orClosing Date, to the Knowledge of the Sellers, threatened however in the past two event that: (2i) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or [****] accepts his offer of employment with Klondex, Klondex hereby covenants and agrees with Shoreline that Klondex, in satisfaction of Shoreline's obligation under [****] existing employment contract with Shoreline, shall, on behalf of any of closing, pay directly to [****] the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no termination payment set out in such proceeding has been initiated or, to the Knowledge of the Sellers, threatened employment contract in the past two amount of [****]; and (2ii) years; [****] accepts his offer of employment with Klondex, Klondex hereby covenants and (v) no labor disputeagrees with Shoreline that Klondex, walk outin satisfaction of Shoreline's obligation under [****] existing employment contract with Shoreline, strikeshall on closing, slowdown, hand billing, picketing, or work stoppage involving pay directly to [****] the Business Employees has occurred, is termination payment set out in progress or, to the Knowledge of the Sellers, has been threatened such employment contract in the past two amount of [****]; in each case, with such payment being less all respective required deductions. (2d) yearsIn the event that [****] does not accept the offer of employment made by Klondex made pursuant to subsection 4.8(a) hereof, then Klondex shall have no responsibility whatsoever for such non-accepting party's termination payment or any other obligation of Shoreline under the applicable employment agreement with such party or as otherwise required by law. (e) If [****] accepts the offer of employment by Klondex made pursuant to subsection 4.8(a) hereof, Klondex shall recognize such accepting party's length of service with Shoreline and San Gold.

Employment Matters. (a) The Sellers have provided Prior to the Buyer a complete and accurate list Closing, (i) Purchaser (or its successors or assigns) shall make written offers of the following information employment, effective as of the date Closing, to a number of this Agreement for Employees that is at least equal to 80% of the number of Employees listed on Schedule 5.16(b) (each Business an “Offered Employee: employer; job title; location; date of hiring; date of commencement of employment; ”). All offers shall be at initial wages and current benefits that are substantially comparable in the aggregate (excluding equity compensation paid and, with respect to any Employee with a separate or payable. At least sixty (60individually negotiated arrangement, severance benefits) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of aggregate benefits in effect for such Offered Employee immediately prior to such Closing (excluding equity compensation and severance benefits, if applicable). An Offered Employee who accepts an offer will become an employee of Purchaser on the day such person reports to work for the Purchaser if such person reports to work for Purchaser as provided in the offer of employment (each a “Hired Employee”). Purchaser will not provide, nor be responsible for, any COBRA benefits to any employee of Seller except to Hired Employees who have a qualifying event after the Closing. (b) At or as soon as practicable following the Closing, Purchaser shall make available or establish employee benefit plans for the Hired Employees and their eligible dependents (the “Purchaser Plans”). If applicable, the Purchaser shall recognize the service date of each Hired Employee under each Purchaser Plan, to the same extent as that service credit would be given under the analogous Employee Benefit Plan, for purposes of eligibility to participate, vesting, vacation entitlement and severance benefits, but not for purposes of benefit accrual under any Purchaser Plan, including, for purposes of clarification, prior accrued vacation benefits. In addition, subject to any required approval of the applicable insurance provider, the Purchaser shall (i) waive any eligibility periods, evidence of insurability or pre-existing condition limitations and (ii) honor any deductibles, co-payments, co-insurance or out-of-pocket expenses paid or incurred by such employees, including with respect to their dependants, under comparable Employee Benefit Plans during the plan year in which the Closing occurs. Seller shall provide Purchaser with such information as to the Hired Employees as Purchaser may reasonably request to carry out its obligations under this Section 7.2(b), to the extent that such information can be generated at least sixty (60) days has not been provided previously to Purchaser. Purchaser shall pay out prior accrued vacation benefits to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred all Employees at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan time as required by Applicable Law. (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees c) Effective at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers Seller will provide cause each Hired Employee to become fully vested in such Hired Employee’s account under the 401(k) Plan and distribute such accounts to the Buyer, for each Business applicable Hired Employee whose services relate primarily to in accordance with the portion terms of the Business being transferred at such Closing, data relating to the amount of sick 401(k) Plan and vacation leave that is accrued but unused as of such Closingapplicable Law. (bd) Except as set forth on Section 3.13(bNothing in this Agreement will constitute an agreement by Purchaser to assume or be bound by any previous or existing employment agreement or arrangement between Seller and any of its employees (including under any employee benefit plans) or to prevent the termination of employment of any individual Hired Employee or any change in the employee benefits provided to any individual Hired Employee following Closing. Accordingly each Hired Employee shall be considered an employee “at-will.” (e) The terms and provisions of this Article VIII are for the sole benefit of the Disclosure ScheduleSellers and the Purchaser. Nothing contained herein, expressed or implied, (i) none of the Business Employees isshall be construed to establish, amend, or during modify any Employee Benefit Plan, any Purchaser Plan, or any other benefit plan, program, agreement or arrangement, subject to the past two (2) years has beenPurchaser’s compliance with the provisions of Article VIII, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none shall alter or limit the ability of the Business Employees isPurchaser or any of its respective Affiliates to amend, modify or terminate any Purchaser Plan, or during any other benefit or employment plan, program, agreement or arrangement after the past two (2) years has beenClosing Date, a signatory to or bound by a Collective Agreement with any Union; (iii) is intended to the Knowledge of the Sellersconfer or shall confer upon any current or former employee any right to employment or continued employment, there are no currently filed petitions for representation or constitute or create an employment agreement with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed orHired Employee, to the Knowledge of the Sellers, threatened in the past two (2) years; or (iv) there is no unfair labor practice intended to confer or labor arbitration proceeding brought by shall confer upon any individual or on behalf any legal representative of any of the Business Employees pending orindividual (including employees, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketingretirees, or work stoppage involving the Business Employees has occurreddependents or beneficiaries of employees or retirees, is in progress or, to the Knowledge and collective bargaining agents or representatives) any right as a third- party beneficiary of the Sellers, has been threatened in the past two (2) yearsthis Agreement.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of Within fourteen days after the date of this Agreement, Purchaser will provide to Seller a list identifying at least 105 of the Available Employees (the employees identified on such list being referred to in this Agreement for as the "Specified Employees"), it being understood that at least 105 of the Specified Employees must be based at the Boulder Facility. Prior to the Closing, on a date mutually agreed by the Parties, Purchaser will extend to each Business Employee: employer; Specified Employee an individualized written offer of employment that, if accepted, would contemplate that such Specified Employee would commence his or her employment with Purchaser on the later of January 1, 2002 or the day after the Closing Date and would provide such Specified Employee with compensation, benefits and terms of employment (including terms relating to job title; location; date responsibilities) that in the aggregate are substantially as favorable to such Specified Employee as the compensation, benefits and terms of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days employment provided by Seller to such Specified Employee immediately prior to the applicable Closing. Each such written offer of employment will include the terms set forth in Sections 1.1, 2.1, 2.2, 3.1, 3.2 and 4 of the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable Employee Matters Agreement to the extent such information canterms relate to the Specified Employee to whom such offer is extended. The offers made to the Specified Employees who are based at the Boulder Facility will specify a job location at the Boulder Facility. On the later of January 1, 2002 or the day after the Closing Date, Purchaser will hire each Specified Employee who accepts the written offer of employment extended to such Specified Employee by Purchaser (it being understood that, except as otherwise provided in any individual employment agreement between Purchaser and a Specified Employee, Purchaser will not be generated at least sixty (60) days prior obligated to maintain the employment of or the compensation or employee benefits provided to such Closing) Specified Employee for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellersspecified period thereafter). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Sellers have provided Purchaser (or its respective Affiliates) shall offer employment to each Key Employee who is not an Automatically Transferred Employee and may, at its election, offer employment to those other Business Employees as Purchaser (or its respective Affiliates) may deem desirable or in its best interests to hire, but shall not be obligated to offer employment to any Business Employees other than Key Employees and Automatically Transferred Employees. Each such offer shall be (i) at the same general location (other than for the three Business Employees located in San Jose, California who will receive offers to work in San Diego), (ii) at the same or superior base salary or base wage rate, (iii) with eligibility for a retention bonus, (iv) with a restricted stock unit award and (v) the benefits programs currently offered to employees of Purchaser in the applicable jurisdiction. From the date hereof through the Closing, Seller shall cooperate with and, subject to the Buyer a complete prior review and accurate list approval of Seller, which shall not be unreasonably withheld, permit Purchaser to communicate in writing with the Business Employees, at reasonable times and upon reasonable notice, concerning Purchaser’s plans, operations and general personnel matters and to interview the Business Employees and review the personnel records and such other information concerning the Business Employees as Purchaser may reasonably request (subject to obtaining any legally required permission and to other applicable Laws). All offers shall be effective as of the following information as Closing and communicated to the Key Employees and to other Business Employees who have been selected within three (3) days of the date of this Agreement Agreement. Seller shall remain liable for each any Business Employee: employer; job title; location; date Employees who do not become Transferred Employees. (b) The Parties acknowledge and agree that the employment of hiring; date the Automatically Transferred Employees will transfer to Purchaser by operation of commencement law at the Closing. Effective as of employment; the Closing, Purchaser shall continue the employment of such Automatically Transferred Employees in substantially similar terms and current compensation paid or payable. At least sixty (60) days conditions in the aggregate to those in effect with Seller immediately prior to the applicable Closing, and Purchaser shall recognize the Sellers will provide service of such Automatically Transferred Employees with Seller for all purposes related to their employment with Purchaser, in accordance with applicable Laws. (c) With respect to any plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), or any plan that would be a “welfare benefit plan” (as defined in Section 3(1) of ERISA) if it were subject to ERISA, maintained by Purchaser or Purchaser’s Affiliate, Purchaser shall cause there to be waived any pre-existing condition and waiting periods. (d) Transferred Employees shall be given credit for the number of years of service with Seller, its Subsidiaries and any predecessor employer for which Seller or its Subsidiaries credited service (in each case excluding credit for service towards Purchaser service awards), to the Buyer same extent as such service was credited for such purpose by Seller, under each plan maintained by Purchaser or Purchaser’s Affiliates in which such Transferred Employees are eligible to participate for purposes of eligibility, vesting and vacation accrual (other than under any equity or quasi-equity compensation plan or under a defined benefit pension plan or which would result in the following information as duplication of immediately prior to benefits accrual for the same period of service); provided, such Closing (service shall not be recognized to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable recognition would result in a duplication of benefits or to the extent that such information canservice was not be generated at least sixty recognized under the applicable Benefit Plan of Seller or its Subsidiaries. (60e) days prior Purchaser shall take all steps necessary to permit each Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the 401(k) plan maintained by Seller, if any, to roll such Closing) for each Business Employee whose services relate primarily eligible rollover distribution, including any associated loans, as part of any lump sum distribution to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated extent permitted by the preceding sentence401(k) plan maintained by Seller into an account under a 401(k) plan maintained by Purchaser. (f) The vacation time accrued with Seller with respect to any Automatically Transferred Employee shall be transferred to Purchaser and/or Purchaser’s Affiliates in accordance with applicable Law. (g) Except for Automatically Transferred Employees, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this AgreementSection 5.3 shall create any third party beneficiary or other rights in any Business Employee or former employee in respect of continued or resumed employment in Seller’s Business, or with Purchaser, and no provision of this Section 5.3 shall create any rights in any such persons in respect of any benefits that may be provided under any plan or arrangement which may be established by Purchaser. FurtherNothing contained herein shall be construed as requiring, within ten and Seller, Purchaser and their Affiliates shall take no action that would have the effect of requiring, Seller, Purchaser or their Affiliates to continue any specific Seller Employee Plan. The provisions of this Section 5.3 are for the sole benefit of Seller and Purchaser and nothing in this Section 5.3, expressed or implied, is intended or shall be construed to constitute an amendment of any Seller Employee Plan or any plan maintained Purchaser or its Affiliate (10or an undertaking to amend any such plan) Business Days or other compensation and benefits plan maintained for or provided to Seller employees or any employees of its Subsidiaries, including Transferred Employees, prior to, on or following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Schedule 5.17 contains a list of: (i) all employees of Sellers have provided who will become employees of Purchaser, (ii) the monthly that will be payable by Purchaser to the Buyer such employees, and (iii) a complete and accurate list summary of the following information as benefit such employees are entitled to. As of the date Closing Date, except as set forth on Schedule 2.5, there will be no unpaid salary accrued vacation days, unreimbursed expenses or any other amounts owing to such employees. There are no employment, consulting, severance or indemnification arrangements, arrangements which contain change of this Agreement for each Business Employee: employer; control provisions, agreements, or understandings between either of Sellers and any officer, director, consultant or employee. Schedule 5.17(a) contains the names, job title; location; date descriptions and annual salary rates and other compensation of hiring; date all officers, directors, employees and consultants of commencement of employment; and current Sellers (including compensation paid or payable. At least sixty (60) days prior to the applicable Closingpayable by Sellers under Seller retirement plans, the Sellers will provide to the Buyer the following information as “Plans”), and a list of immediately prior to such Closing all employee policies (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation written or otherwise), employee manuals or other paid time off policy written statements of the Sellers). The parties agree rules or policies concerning employment, including working conditions, vacation and acknowledge thatsick leave, due a complete copy of each of which (or a description, if unwritten) has been delivered to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingPurchaser. (b) Except as set Sellers have materially complied with all applicable employment Laws, including payroll and related obligations, benefits, and social security, and does not have any material obligation in respect of any amount due to employees of Sellers or government agencies, other than normal salary, other fringe benefits and contributions accrued but not payable on the date hereof. (c) Schedule 5.17(c) sets forth on Section 3.13(b) a complete list of the Disclosure SchedulePlans. The Plans shall all be Excluded Liabilities and shall not be assigned to Purchaser. Without limiting the generality of Section 5.9, each Plan has been materially administered in accordance with its terms and applicable Law. With respect to the Plans, (i) none no event has occurred and there exists no condition, facts or circumstances, which could give rise to any material liability of Sellers under the terms of such Plans or any applicable Law, (ii) Sellers have paid or accrued all material amounts required under applicable Law and any Plan to be paid as a contribution to each Plan through the date hereof, (iii) Sellers have set aside adequate reserves to meet contributions which are not yet due under any Plan, except for any failure which will not have a Material Adverse Effect, (iv) the fair market value of the Business Employees isassets of each funded Plan, the liability of each insurer for any Plan funded through insurance or during the past two book reserve established for any Plan, together with accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing Date, with respect to all current and former participants in such Plan according to the actuarial assumptions and valuations most recently used to determine employee contributions to such Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations, and (2v) years each Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. On the date hereof, no Plan has been, represented by a union(i) terminated, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of amended in any manner which would directly or indirectly increase the Business Employees isbenefits accrued, or during the past two (2) years has beenwhich may be accrued, a signatory to by any participant thereunder or bound by a Collective Agreement with any Union; (iii) amended in any manner which would materially increase the cost to the Knowledge Purchaser of the Sellersmaintaining such Plan. No Plan provides retiree medical or retiree insurance benefits to any Person. Except as disclosed or identified in Schedule 5.17(c), there are no currently filed petitions amounts due or owing to any employee of Sellers for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions accrued salary, remuneration, compensation and/or benefit, including, without limitation, amounts due for representation have been filed oraccrued vacation, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice sick leave or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearscommissions.

Employment Matters. (ai) The Sellers have Corporation has provided the Investor with a correct and complete list (the "Employment Information") of: (A) each employee of the Caza Group (collectively, the "Employees") as well as each director, independent contractor, consultant and agent of the Caza Group who currently provides executive services to the Buyer a complete administration, operation, maintenance and accurate list management of the following information Caza Group, whether actively at work or not, their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, ages, status as full-time or part-time employees, location of employment and length of service; (B) advice regarding office space and shared Employee services at its Vancouver office costing approximately $15,000 per month, and, at its Mexican office costing approximately $5,500 per month; (C) all arrangements for severance (whether or not above statutory payments) in relation to Mexico operations; (D) each written employment practice or policy operated in relation to any of the date Employees or any group of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employmentthem, whether contractual, customary or discretionary; and current compensation paid the Corporation confirms that there are no: (E) Employees currently on leave; (F) arrangements or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion practices of the Business being transferred at such Closing: service credit for purposes Caza Group regarding redundancy or severance payments, whether contractual, customary or discretionary, above the statutory payment, except as disclosed in the Employment Information; and (G) collective bargaining agreements, labour contracts, letters of vesting and eligibility understanding, letters of intent, voluntary recognition agreements or legally binding commitments or written communications to participate under any Employee Plan (including any vacation labour union, trade union or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and employee organization or group which may qualify as a result trade union in respect of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingor affecting employees or independent contractors. (bii) On the Closing Date, no member of the Caza Group will employ or have any obligation to employ, re-employ or have seconded to it any person other than the persons the particulars of whom are referred to in Section (n)(i) above. (iii) Except as set forth on Section 3.13(b) of out in the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the SellersEmployment Information, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees obligations towards Employees, and no Employee or former Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such petitions for representation have been filed or, as results by applicable Law from the employment of an employee without an agreement as to the Knowledge of the Sellers, threatened in the past two (2) years; notice or severance. (iv) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, and other employee benefits in respect of Employees who have been paid and are accurately reflected in the books and records of the Caza Group. (v) The Caza Group is in compliance with all material terms and conditions of employment and in all material respects with all applicable Laws respecting employment, including employment standards, human rights, labour relations works compensation, pay equity, and occupational health and safety, and there is are no outstanding claims, complaints, investigations or orders under any such applicable Laws. (vi) The Caza Group has not engaged in any unfair labour practice and no unfair labor labour practice complaint, grievance or labor arbitration proceeding brought by or on behalf of any of the Business Employees is pending or, to the Knowledge knowledge of the SellersCorporation, threatened against the Sellers Caza Group. (vii) There is no strike, labour dispute, work slowdown or stoppage pending or threatened against the Caza Group nor has there been any such strike, labour dispute, work slowdown or stoppage within the last three (3) years. (viii) The Caza Group has not paid nor will it be required to pay any bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable to Employees in the ordinary course of business in accordance with current compensation levels and no such proceeding practices as set out in the Employment Information) as a result of the transactions contemplated by this Agreement or otherwise. Furthermore, other than as specifically has been initiated disclosed in writing to the Investor, there is no term of employment for any Employee of any member of the Caza Group which provides that a change of control, direct or indirect, of any member of the Caza Group entitles the Employee to treat the change of control as amounting to a breach of the relevant contract or entitling him or her to any payment, additional period of notice or other benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (ix) There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workers' compensation legislation and the Caza Group has not been reassessed in any material respect under such legislation and, to the knowledge of the Corporation, no audit of any member of the Caza Group is currently being performed pursuant to any applicable worker's compensation legislation. There are no disputes or potential disputes which may materially adversely affect the accident cost experience of the Caza Group. (x) There are no outstanding, current, or, to the Knowledge knowledge of the SellersCorporation, pending or threatened in charges, investigations or orders under any applicable Laws that relate to the Employees (including, without limitation, Laws regarding occupational health and safety). The Caza Group has complied with all such Applicable Laws and there have been no such charges, investigations or orders during the past two three (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (23) years. (xi) The Caza Group is not a party to any actual, pending or threatened disputes under any applicable Law relating to Employees or former Employees nor is the Corporation aware of, nor is there, any factual or legal basis on which any such dispute might be commenced. There are no outstanding decisions or settlements or pending settlements which place or may place any obligation upon the Caza Group to do or to refrain from any actions in relation to any of the Employees. (xii) To the knowledge of the Corporation, none of the Employees are in violation of any non- competition, non-solicitation, non-disclosure or any similar agreement with any third party.

Employment Matters. (a) The Not later than two (2) Business Days after the Agreement Date, Sellers have provided to the shall provide Buyer a complete and accurate list of all of Sellers’ and the following information Canadian Companies’ active employees, and their corresponding job titles, store or office locations (as the case may be), dates of hire, current rates of compensation (including any bonuses), accrued and unused vacation leave and sick leave and other commitments that exist with respect to such employees, whether oral or in writing (the “Employee Schedule”). Such list shall also indicate which such employees, if any, are not actively at work as of the date specified therein (other than due to vacation or short-term illness). Not later than February 15, 2017, Buyer shall provide Sellers with a list of this Agreement for each Business Employee: employer; job title; location; date all of hiring; date Sellers’ employees to whom Buyer or one of commencement its Affiliates will make an offer of employment; , which number shall not be less than 417 of Sellers’ U.S. and current compensation paid or payableCanadian employees. At least sixty (60) days prior to the applicable ClosingSuch offers of employment, the Sellers will provide to the Buyer the following information which shall be made on and as of immediately prior to the Closing Date, shall be on such terms and conditions of employment as Buyer shall determine, so long as such terms and conditions shall include substantially the same base salaries or wages provided by Sellers before Closing (subject to employee background checks to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellersrequired by Law). The parties agree and acknowledge that, due Those employees of Sellers who accept such offers of employment from Buyer or its Affiliate are herein referred to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing“Hired Employees”. (b) Except Notwithstanding the foregoing provisions of Section 6.7(a), the Buyer shall continue employment of each of the Canadian Companies’ employees on substantially similar terms and conditions as set forth on presently exists for such employment (including, without limitation, all applicable Canadian Benefit Plans and any employment agreements). (c) Prior to the Closing Date, Sellers shall provide continuation coverage as required by COBRA to each employee or former employee of Sellers and to each M&A Qualified Beneficiary (as defined in Treasury Regulation Section 3.13(b54.4970B-9) of any such employee or former employee. After the Disclosure ScheduleClosing Date, Buyer shall provide (ior cause to be provided by an Affiliate) none of the Business Employees is, or during the past two (2) years has been, represented coverage to each M&A Qualified Beneficiary required by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCOBRA.

Employment Matters. (a) The Sellers have provided None of Seller, any subsidiary or any ERISA Affiliate has ever maintained, established, sponsored, participated in, contributed to, or is obligated to the Buyer a complete and accurate list contribute to, or otherwise incurred any obligation or liability (including, without limitation, any contingent liability) under any (i) “multiemployer plan” (as defined in Section 3(37) of ERISA) or to any “pension plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the following information Code or (ii) any “welfare plan” (as defined in Section 3(1) of ERISA) that promises or provides retiree medical or other retiree welfare benefits to any person. None of Seller, any subsidiary or any ERISA Affiliate has any actual or potential withdrawal liability (including, without limitation, any contingent liability) for any complete or partial withdrawal (as defined in Sections 4203 and 4205 of ERISA) from any multiemployer plan. (b) With respect to each “welfare plan” (as defined in Section 3(1) of ERISA) sponsored, maintained, contributed to, or required to be contributed to by Seller, any subsidiary of Seller, Seller and each of its United States subsidiaries have complied with the applicable health care continuation and notice provisions of the date Consolidated Omnibus Budget Reconciliation Act of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; 1985 (“COBRA”) and current compensation paid the regulations thereunder or payable. At least sixty (60) days prior to the applicable Closingany state law governing health care coverage extension or continuation, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (except to the extent that such information can failure to comply could not reasonably be generated at least sixty expected to have a Material Adverse Effect. Neither Seller nor Coffee People has any material unsatisfied obligations to any employees, former employees, or qualified beneficiaries pursuant to COBRA or any state law governing health care coverage extension or continuation. (60c) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot None of Seller’s employee benefit plans will be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated assumed by the preceding sentence, and Buyer as a result matter of ordinary course personnel turnover, certain individuals who are identified as Business Employees law or otherwise in connection with this Agreement or the deliveries transactions contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closinghereby. (bd) With respect to all employees of Seller or Coffee People who work at any Subject Location: (i) Seller is not a party to any collective bargaining or union agreement, and, to the Knowledge of Seller, there have been no efforts at any Subject Location to organize or the employees at such location into a union; and (ii) to the Knowledge of Seller, there are no discussions, negotiations, demands, or proposals that are pending or that have been conducted or made with or by any labor union or association. (e) Except as set forth on in the Schedule of Exceptions, each of Seller’s and Coffee People’s employees is in “good standing,” as defined in Section 3.13(b2.8(a) of the Disclosure Schedule, (i) assuming none of the Business Employees is, or during the past two (2) years has been, represented such employees is a former employee of Buyer identified on Buyer’s internal records as ineligible to be rehired by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsBuyer).

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (bi) Except as set forth on disclosed in Section 3.13(b3.1(z) of the Disclosure ScheduleLetter, (i) none neither DirectCash nor any of the Business Employees isDirectCash Subsidiaries is a party to or bound or governed by: (A) any change of control agreement with any DirectCash Employee; or (B) any written or oral agreement, arrangement or during understanding, in each case providing for any retention, severance or termination compensation or other benefits under any DirectCash Compensation Plans, to any DirectCash Employee that would be triggered by the past two (2) years has been, represented by a union, labor organization Arrangement or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; the transactions contemplated hereby. (ii) none Copies of all DirectCash Executive Agreements have been disclosed and made available to the Parent. Except as disclosed in Section 3.1(z) of the Business Employees isDisclosure Letter, or during neither DirectCash nor any of the past two (2) years has been, a signatory DirectCash Subsidiaries is party to or bound or governed by a Collective Agreement with any Union; agreement providing for entitlements in the event of termination of employment, other than the DirectCash Executive Agreements. (iii) DirectCash and all DirectCash Subsidiaries are currently in material compliance with all written agreements with the DirectCash Employees and DirectCash has made available to the Knowledge Parent a true and correct form of each such agreement pursuant to which a DirectCash Employee is entited to compensation in excess of $125,000. (iv) DirectCash has made available to the Parent a true and correct copy of all employment handbooks, manuals, policies, rules or procedures applicable to the DirectCash Employees. (v) Except as disclosed in Section 3.1(z) of the SellersDisclosure Letter, neither DirectCash nor any of the DirectCash Subsidiaries is party to or bound or governed by any agreement with consultants or independent contractors. Any contractors of DirectCash and the DirectCash Subsidiaries are properly classified as independent contractors for all purposes and none of them have been held to be DirectCash Employees. No circumstances exist that would result in any present or former independent contractors being held to be DirectCash Employees or dependent contractors of DirectCash or the DirectCash Subsidiaries. (vi) No trade union, labour union or organization, bargaining agent or any other person holds bargaining rights with respect to any of the DirectCash Employees by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or threatened to apply to be certified as the bargaining agent of any DirectCash Employees. To the knowledge of DirectCash, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit ongoing or threatened union organizing activities involving any DirectCash Employee, nor has DirectCash or any of the Business DirectCash Subsidiaries promised voluntary recognition to a trade union, labour union or organization, bargaining agent or any other person. (vii) To the knowledge of DirectCash, there has been no unfair labour practice, charge or complaint against DirectCash or the DirectCash Subsidiaries, no strike, cessation of work, refusal to work or any other disturbance or dispute involving DirectCash Employees outstanding or threatened against DirectCash or the DirectCash Subsidiaries, and no current or threatened attempts to engage in such activities, nor any common or related employer application, filed or threatened, before any Governmental Entity. (viii) The Employee Obligations shall not exceed the amount disclosed in Section 1.1(a) of the Disclosure Letter. (ix) All obligations of DirectCash and the DirectCash Subsidiaries as of the Effective Time, whether arising by operation of Law, contract, agreement, past custom or otherwise, for any DirectCash Employee compensation or remuneration have been paid, or if unpaid, are accrued and accurately reflected in the books and records of DirectCash and the DirectCash Subsidiaries. All such obligations arising between the date hereof and the Effective Time will also have been paid, or if unpaid, will be accrued and accurately reflected in the books and records of DirectCash and the DirectCash Subsidiaries. (x) All contributions and premiums required to be paid to all statutory plans which DirectCash is required to comply with, including the Canada Pension Plan and plans administered pursuant to applicable provincial health tax, workers compensation and federal employment insurance Laws have been paid by DirectCash in accordance with applicable Law. All benefits under any retirement plans are provided and calculated on a money purchase basis only, other than death in service benefits which are insured. (xi) To the knowledge of DirectCash, each DirectCash Employee is legally authorized to work in the respective jurisdiction of such DirectCash Employee’s employment. (xii) To the knowledge of DirectCash, none of the DirectCash Subsidiaries existing or operating under the Laws of the United Kingdom had been party to a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) affecting any of the DirectCash Employees and no such petitions for representation have been filed or, event will occur prior to the Knowledge Effective Date. (xiii) The DirectCash Compensation Plans are in compliance in all material respects with the applicable provisions of Law, except where noncompliance would not reasonably be expected to have a Material Adverse Effect. DirectCash has provided the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf Parent with a true and correct copy of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearseach DirectCash Compensation Plan.

Employment Matters. (a) The Sellers have provided Seller shall, (i) with respect to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable ClosingEmployee who, the Sellers will provide to the Buyer the following information as of immediately prior to the Closing Date, is an employee of Seller or a Subsidiary of Seller, but not employed by the Company or a Subsidiary of the Company, transfer the employment of such Closing (employee to the extent Company or a Subsidiary of the Company or, as instructed by Buyer, to Buyer or an affiliate of Buyer effective immediately prior to the Closing Date, including the valid transfer of employment agreements, agreements containing restrictive covenants, and other Contracts with such employees such that such information can agreements and Contracts shall be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated fully enforceable by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection Company and/or its Subsidiaries; (ii) with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are respect to any individual not identified as a Business Employees in connection with the deliveries contemplated Employee on Schedule 1.1(c) who is employed by the preceding sentence may be Business Employees at Company or a Subsidiary of the applicable ClosingCompany, but who does not perform services exclusively for the Business, terminate the employment of such employee or transfer the employment of such employee to Seller or its Subsidiaries (other than a member of the Company Group) effective immediately prior to the Closing Date and pay any severance or similar obligations in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach respect of any provision such termination or transfer; and (iii) take such action as necessary with respect to any non-employee Business Service Provider listed on Schedule 7.2(a)(iii), to assign any Contract entered into by such Business Service Provider with Seller or any of this Agreement. Further, within ten its Subsidiaries (10other than the Company Group) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily Company or a Subsidiary of the Company immediately prior to the portion of Closing Date (each such Contract being listed on Schedule 7.2(a)(iii)), such that such Contracts shall be fully enforceable by the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingCompany and/or its Subsidiaries. (b) Except With effect as set forth on Section 3.13(b) of the Disclosure ScheduleClosing Date, after taking into account the provisions of Section 7.2(a), Buyer shall or shall cause the Company and its Subsidiaries to maintain for Business Employees who are employed by Buyer or the Company or any of their respective Subsidiaries immediately following the Closing Date (“Continuing Employees”) for the twelve months immediately following the Closing Date, (i) none of at least the Business same base salary or wage rate and, until December 31, 2019, the same annual cash incentive opportunities as those provided to the Continuing Employees is, or during immediately prior to the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; Closing and (ii) none employee benefits (excluding defined benefit pension, retiree medical, equity or equity-based, long-term incentive, deferred compensation, retention, change of control, and other similar compensation, pay or benefits) which are substantially comparable in the aggregate to those provided to similarly situated employees of Buyer and its Subsidiaries (other than Continuing Employees) from time to time. No provision of this Agreement shall be construed as a guarantee of continued employment of any Continuing Employee and this Agreement shall not be construed so as to prohibit Buyer or any of its Subsidiaries from having the right to terminate the employment of any Continuing Employee. (c) From and after the Closing, Buyer shall give or cause to be given to each Continuing Employee full credit for purposes of eligibility to participate, level of benefits, early retirement eligibility and early retirement subsidies and vesting under any employee benefit plans or arrangements, and for purposes of determining benefit accrual under any vacation plans and severance plans provided, sponsored, maintained or contributed to by Buyer or any of its Subsidiaries for such Continuing Employee’s service with the Company or any of its Subsidiaries, and with any predecessor employer, to the same extent recognized by the Company or any of its Subsidiaries as of immediately prior to the Closing Date, except to the extent such credit would result in the duplication of benefits for the same period of service or where such service was not credited under the analogous Benefit Plan prior to the Closing Date. (d) Buyer shall (i) waive or cause to be waived for each Continuing Employee and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the welfare plans of Buyer or any of its Subsidiaries applicable to such Continuing Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Continuing Employee under the terms of the welfare plans of the Company and its Subsidiaries, and (ii) give full credit under the welfare plans of Buyer and its Subsidiaries applicable to each Continuing Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the same plan year as the Closing, and for any lifetime maximums, as if there had been a single continuous employer, in each case, to the extent permitted by Law and the terms of the welfare plans of Buyer and its Subsidiaries. (e) Seller shall indemnify and hold harmless the Buyer and its Affiliates with respect to any liability under the WARN Act or similar foreign, state, or local layoff notice law or statute with respect to current or former Business Employees isarising from the actions of Seller or any of its Affiliates prior to the Closing Date. (f) Buyer understands and agrees that the agreements set forth in Schedule 7.2(f) (the “Severance Agreements”), only to the extent relating to a Continuing Employee, will be assigned by Seller to the Company or one of its Subsidiaries at or prior to the Closing, and Buyer shall and shall cause the Company Group to be responsible for and honor the obligations set forth therein. (g) As of immediately prior to the Closing, Seller shall, or during shall cause its Subsidiaries to, fully vest each Business Employee in (i) his or her account balance under any Benefit Plan that has a cash or deferred arrangement (e.g., any defined contribution plan) (including with respect to all employer contributions) and (ii) his or her interest under any Benefit Plan that is a non-qualified deferred compensation plan, in each case, effective as of the past two Closing Date. (2h) years has beenAs of immediately prior to the Closing, the employment of each Business Employee who is not an employee of the Company Group and who is on an approved leave of absence or on short-term or long-term disability, in each case, as of the Closing (an “Inactive Employee”) shall remain with Seller or one of its Subsidiaries (other than the Company Group). In the event that any Inactive Employee returns to active employment within six (6) months immediately following the Closing Date (or such longer period as required by applicable Law), Buyer shall, or shall cause its Affiliates (including the Company Group) to, offer employment to such Inactive Employee commencing on the date on which such Inactive Employee is first released to return to active employment and if such Inactive Employee accepts the offer of employment from Buyer or its Affiliates, as applicable, such Inactive Employee shall be considered a signatory Business Employee for purposes of this Section 7.2 as of the date such employee commences employment with Buyer or its Affiliates. For the avoidance of doubt, Seller shall be responsible for all obligations, claims and liabilities with respect to each Inactive Employee arising prior to the date on which such Inactive Employee becomes employed by Buyer or bound by its Affiliates hereunder (including, for the avoidance of doubt, any amounts payable in respect of an Inactive Employee under any Benefit Plan as a Collective result of any obligations, claims and liabilities arising prior to such date and any amounts payable in respect of such Inactive Employee’s termination of employment with Seller and its Subsidiaries). (i) Seller and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates (including the Company and its Subsidiaries after the Closing Date) from and against all Losses arising from or relating to a Seller Benefit Plan. For purposes of this Section 7.2(i), “Seller Benefit Plan” shall not include the plans lists on Schedule 7.2(i). (j) Seller acknowledges that it shall honor its obligations under the Transaction Bonus Agreements. (k) Nothing in this Section ‎7.2 shall (i) be construed as an amendment or other modification of any Company Benefit Plan, (ii) give any third party any right to enforce the provisions of this Agreement with any Union; or (iii) limit the right of Buyer or its Subsidiaries to amend, terminate or otherwise modify any Company Benefit Plan in accordance with the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsterms thereof.

Employment Matters. (a) The During the Term of this Agreement: (i) all services, acts and activities of the Covered Employees in the course of their employment during the Term shall be for the benefit of the Buyer Parties (except for any nonmaterial services, acts or activities necessary to effectuate Sellers obligations in the bankruptcy case, under the Purchase Agreement, or in the wind-down of its operations); (ii) except as otherwise provided by the terms of this Agreement, Buyer shall, in its sole discretion, have provided the authority to make all employment-related decisions with respect to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Covered Employees in connection with their provision of Services hereunder (the deliveries contemplated by “Buyer Directives”), including (A) directing the preceding sentence may not be Business general scope, manner and method of activities that the Covered Employees at will perform on behalf of the applicable ClosingBuyer Parties and the Business, (B) directing and certain individuals who are not identified as Business managing the Covered Employees in connection with such Services, (C) setting policies and procedures and codes of conduct with respect to the deliveries contemplated by Covered Employees in connection with such Services, and (D) the preceding sentence may be Business Employees at right to request that Seller terminate any particular Covered Employee’s Services hereunder (in which case the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach Seller shall terminate the employment of any provision of this Agreement. Further, such Covered Employee within ten five (105) Business Days following receipt of such request (and, for the avoidance of doubt, Buyer shall be responsible for the applicable ClosingCompensation Costs and any other costs or liabilities incurred or related to such employee’s termination of employment, the Sellers will provide including any costs to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data comply with or liabilities relating to the amount WARN Act with respect to terminations of sick and vacation leave that is accrued employment of Covered Employees after the Closing, but unused as not including any severance pay under an Excluded Plan); provided, however, that, notwithstanding the foregoing, Sellers may elect, in their sole discretion, to retain any such Covered Employee to assist in the wind-down of its operations; provided that, following such election by a Seller, such individual shall no longer be a Covered Employee under this Agreement (and, for the avoidance of doubt, such Seller shall be responsible for the applicable Compensation Costs following the date of such Closing.election); and (iii) except as otherwise provided by the terms of this Agreement, Sellers shall not, and shall cause their Subsidiaries not to, without the prior written consent of Buyer, reassign, remove or reallocate any Covered Employee during the Term.2 (b) Except as set forth on Section 3.13(b) Notwithstanding the foregoing, for the avoidance of doubt, the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement Buyer Parties shall comply with any Union; (iii) all applicable Law relating to the Knowledge Buyer Directives, and the Buyer Parties shall not instruct Seller or any of the Sellers, there are no currently filed petitions for representation its Subsidiaries to undertake any act or omission with respect to the formation of a collective bargaining unit involving Covered Employees, and neither Seller nor any of the Business Employees and no such petitions for representation have been filed or, its Subsidiaries shall be required to take or omit to take any action with respect to the Knowledge Covered Employees, if the same would violate applicable Law or could reasonably be expected to result in Liability to the Seller or any of its Subsidiaries. (c) Notwithstanding anything to the contrary in Section 6.6(a) of the SellersPurchase Agreement, threatened in prior to the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any expiration of the Business Employees pending orTerm, the Buyer shall make offers of employment in compliance with Section 6.6 of the Purchase Agreement to the Knowledge Covered Employees Buyer wishes to continue to employ in its discretion with such offers to be effective on the expiration of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsTerm.

Employment Matters. (a) The Sellers have provided to During the Buyer a complete period commencing at the Closing and accurate list of ending on the following information as of date which is twelve (12) months from the Closing (or if earlier, the date of this Agreement for the employee’s termination of employment with the Company), Buyer shall and shall cause the Company to provide each Business Employee who remains employed immediately after the Closing (“Company Continuing Employee”) with: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid (i) base salary or payable. At least sixty (60) days hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the applicable Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which, in the Sellers will provide to aggregate, are no less than the Buyer target bonus opportunities (excluding equity-based compensation) provided by the following information as of Company immediately prior to the Closing; (iii) retirement and welfare benefits under employee benefit plans maintained by an Affiliate of Buyer for employees of Buyer and its Affiliates in the railroad business for which such Closing Company Continuing Employees are eligible in accordance with the terms of such plans; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Continuing Employee immediately prior to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, With respect to any employee benefit plan maintained by Buyer or during the past two (2) years has been, represented by a union, labor organization or group its Affiliates (collectively, a “UnionBuyer Benefit Plans”) that was either voluntarily recognized or certified by in which any labor relations board; (ii) none Company Continuing Employees will participate effective as of the Business Employees isClosing, Buyer shall, or during shall cause the past two (2) years has beenCompany to, a signatory recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to or bound by a Collective Agreement with any Unionparticipate after the Closing Date; (iii) provided, however, such service shall not be recognized to the Knowledge extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Benefit Plan. (c) This Section 5.06(c) shall be binding upon and inure solely to the benefit of each of the Sellersparties to this Agreement, there are no currently filed petitions for representation and nothing in this Section 5.06(c), express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.06(c). 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 5.06(c) shall not create any right in any Employee or any other Person to any continued employment with respect to the formation of a collective bargaining unit involving Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever. (d) During the Business Employees period commencing at the Closing and no such petitions ending on the date which is twelve (12) months from the Closing, Buyer shall not, and shall cause the Company not to, take any action that could result in WARN Act liability. Buyer shall indemnify and hold harmless Seller from any liability arising from any failure of Buyer to fully comply with the foregoing covenant. (e) Seller shall be responsible for representation have been filed or, to and pay any and all medical and health care benefits due under the Knowledge Benefits Plan or otherwise for Persons who are former employees of the SellersCompany, threatened in including medical and any other benefits for retirees, as of the past two (2) years; (iv) there is no unfair labor practice date hereto and for beneficiaries or labor arbitration proceeding brought by or on behalf dependents of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsPersons.

Employment Matters. (a) The Sellers have provided Purchaser or an Affiliate of the Purchaser (which, for purposes of this Section 7.10 shall include the Companies) may offer employment with the Purchaser or an Affiliate of the Purchaser to any Business Employee on terms determined solely by Purchaser; provided, however, that all Business Employees will be offered employment by Purchaser except to the Buyer a complete and accurate list of extent expressly recited to the following information contrary on Schedule 4.14(a) (it being agreed that, without Seller’s further consent in its sole discretion, Purchaser shall not be entitled, including, without limitation, after Closing, to hire any Business Employee identified on Schedule 4.14(a) as not being offered employment by Purchaser). Each Business Employee who accepts any such offer from Purchaser, as of the Closing Date, will become an employee of the Purchaser or Affiliate of the Purchaser (each, a “Hired Employee”). As of the Closing, the Seller and the Purchaser shall cause all Business Employees to receive all amounts, benefits, and other payments due to such Business Employee as of such date and assuming termination of this Agreement employment on such date. (b) With respect to all Hired Employees, the Purchaser and the Seller agree to equally bear the cost of any earned or accrued but unused vacation and sick benefits calculated as of the Closing Date (with the Purchase Price to be adjusted to reflect the same). Following the Closing Date, the Hired Employees shall be subject to the vacation and other paid time off policies of the Purchaser. (c) Effective as of the Closing Date, the Hired Employees shall cease to be eligible to participate in the benefit plans of the Seller and its Affiliates (collectively, the “Company Benefit Plans”). The Purchaser shall be responsible for each Business Employee: employer; job title; location; date the expenses covered under the terms of hiring; date the Purchaser plan or plans providing all medical, prescription drug, vision, dental benefits and other benefit plans provided by the Purchaser or its Affiliates (collectively, the “Purchaser Benefit Plans”) incurred on or after the Closing Date by a Hired Employee and/or his or her covered dependents who are enrolled in the Purchaser Benefit Plans. Seller and its Affiliates shall be responsible only for expenses under the Company Benefit Plans covered under the terms of commencement of employment; and current compensation paid the applicable Company Benefit Plan incurred or payable. At least sixty (60) days arising prior to the applicable ClosingClosing Date by a Hired Employee and/or his or her covered dependents. The Purchaser shall use commercially reasonable efforts to: (i) cause all pre-existing conditions (or actively at work or similar) limitations, the Sellers will provide eligibility waiting periods, evidence of insurability requirements, and other conditions under any Purchaser Benefit Plan offered to the Buyer the following information as of immediately prior Hired Employees to such Closing (be waived with respect to each Hired Employee and his or her respective eligible, covered dependents to the extent that such information can be generated at least sixty (60) days limitation, waiting periods, requirements or other conditions were satisfied or did not apply under the comparable Company Benefit Plan in effect prior to the Closing; and (ii) recognize or credit each Hired Employee for all deductibles, co-payments and out-of-pocket maximums paid by such Closing Hired Employees and as early their respective covered dependents under any Company Benefit Plan to the extent that such deductibles, co-payments or out-of-pocket maximums did not apply or were satisfied under the comparable Company Benefit Plan in effect prior to Closing. (d) As soon as administratively practicable after the Closing Date (and in accordance with applicable Law), the Purchaser shall cause any Purchaser Benefit Plan that is intended to be a qualified defined contribution plan or such Closing as reasonably practicable plan of an Affiliate of the Purchaser (the “Purchaser 401(k) Plan”) to accept an eligible rollover distribution (within the meaning of Section 402(c)(4)of the Code) of each Hired Employee’s account balance under the Seller’s or its Affiliates’ 401(k) Plan or any other Company Benefit Plan intended to be qualified under Section 401(a) of the Code, to the extent such information cannot rollover is timely elected by such Hired Employee. Such rollovers shall be generated at least sixty (60in cash, provided that the Purchaser shall use commercially reasonable efforts, including, for the avoidance of doubt, the adoption of any necessary plan amendments, to provide for the rollover of plan loans for any such Hired Employee who chooses a direct rollover of his or her account balance into the Purchaser 401(k) days prior Plan. The Purchaser shall use commercially reasonable efforts to such Closingpermit any outstanding 401(k) for each Business loans under the Company Benefit Plans of any Hired Employee whose services relate primarily to be transferred to the portion of the Business being transferred at Purchaser 401(k) Plan rather than requiring such Closing: service credit for purposes of vesting and eligibility loans to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and be repaid as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees the change in connection with employment. (e) After the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide Purchaser shall be responsible for offering or providing coverage under COBRA with respect to Hired Employees who first incur a COBRA-qualifying event after the Buyer, Closing Date. (f) If annual bonuses for each Business Employee whose services relate primarily to the portion of calendar year 2021 occurring prior to the Closing Date (if any, it being understood that Seller retains discretion under the Company Benefit Plans whether to award any bonuses in any amounts to the Business being transferred at such Closing, data relating Employees) for the Hired Employees under Company Benefit Plans have not been paid prior to the Closing Date (the “2021 Pre-Closing Bonuses”), the Seller shall, or shall cause one of their Affiliates to, pay 2021 Pre-Closing Bonuses to the Hired Employees in the amount each Hired Employee would have received under the Company Benefit Plans for the portion of sick calendar year 2021 elapsed prior to the Closing Date, subject to all applicable terms and vacation leave that is accrued but unused as of such Closingconditions thereunder. All 2021 Pre-Closing Bonuses shall be Excluded Liabilities. (bg) Except as set forth on Section 3.13(b) The provisions of this Agreement are for the benefit of the Disclosure SchedulePurchaser, the Companies and the Seller only, and no employee of the Companies or any of their Affiliates or any other Person shall have any rights hereunder. In furtherance of the foregoing, nothing in this Section 7.10 will: (i) none confer upon any Business Employee or any Governmental Body or other third party any rights, claims, benefits, causes of the Business Employees isactions or remedies, including any right to employment or during the past two (2) years has beencontinued employment for any period or terms of employment, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by of any labor relations boardnature whatsoever; (ii) none be interpreted to prevent or restrict the Purchaser and its Affiliates from terminating the employment of the Business Employees is, any Hired Employee; or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) be treated as an amendment or other modification of any Company Benefit Plan or other employee benefit plan or arrangement. For the avoidance of doubt, any and all obligations to the Knowledge of the Sellers, there are no currently filed petitions for representation Business Employees who do not become Hired Employees (whether with respect to the formation of a collective bargaining unit involving any period prior to or after the Closing) shall remain the sole and exclusive Liability of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsSeller as Excluded Liabilities.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement Klondex shall make offers of employment; and current compensation paid or payable. At least sixty (60) , effective at the Closing Time, to each of [redacted for proprietary reasons], which offers of employment shall be made no later than ten days prior to the applicable Closing, Closing Date. [redacted for proprietary reasons] shall each have the Sellers will provide option to the Buyer the following information as accept or reject their respective offer of immediately prior employment up to such Closing (to the extent that such information can be generated at least sixty (60) five days prior to such the Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingDate. (b) Except as set forth on Section 3.13(b) As a condition of closing, prior the Disclosure ScheduleClosing Date, Shoreline shall have: (i) none Terminated, effective prior to the Closing Date, the employment of all its employees other than any employee who tenders his or her resignation effective prior to the Business Employees is, or during the past two Closing Date (2each such resigning employee being a "Resigning Employee") years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; and all such terminated Shoreline employees are hereinafter referred to as "Terminated Employees"; (ii) none provided all notice or pay in lieu of the Business notice to all Terminated Employees is, or during the past two (2) years has been, a signatory to or bound as is required under all applicable employment agreements with such Terminated Employees and as otherwise required by a Collective Agreement with any Unionlaw; and (iii) paid to all employees of Shoreline all accrued vacation pay, statutory holiday pay, wages, salaries, termination payments (subject to subsection 4.8(c) below), and all other benefits and entitlements accrued up to the Knowledge Closing Date under the applicable employment agreement with each such employee and as otherwise required by law, and Shoreline shall and does hereby indemnify and hold Klondex harmless for all liabilities, obligations and amounts arising from matters during the period commencing on June 23, 2015 and ending on the Closing Date, or in connection with the transactions herein set forth, that may be or become owing by Shoreline, to any or all employees of the SellersShoreline including without limitation, there are no currently filed petitions all Resigning Employees, Terminated Employees, and subject to subsection 4.8(c) hereof, [redacted for representation proprietary reasons]. (c) Notwithstanding whether or not [redacted for proprietary reasons] accepts employment with respect Klondex pursuant to the formation offers made in accordance with subsection 4.8(a), Shoreline shall terminate both of a collective bargaining unit involving any of their employment contracts effective the Business Employees and no such petitions for representation have been filed orClosing Date, to the Knowledge of the Sellers, threatened however in the past two event that: (2i) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or [redacted for proprietary reasons] accepts his offer of employment with Klondex, Klondex hereby covenants and agrees with Shoreline that Klondex, in satisfaction of Shoreline's obligation under [redacted for proprietary reasons] existing employment contract with Shoreline, shall, on behalf of any of closing, pay directly to [redacted for proprietary reasons] the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no termination payment set out in such proceeding has been initiated or, to the Knowledge of the Sellers, threatened employment contract in the past two amount of [redacted for proprietary reasons]; and (2ii) years; [redacted for proprietary reasons] accepts his offer of employment with Klondex, Klondex hereby covenants and (v) no labor disputeagrees with Shoreline that Klondex, walk outin satisfaction of Shoreline's obligation under [redacted for proprietary reasons] existing employment contract with Shoreline, strikeshall on closing, slowdown, hand billing, picketing, or work stoppage involving pay directly to [redacted for proprietary reasons] the Business Employees has occurred, is termination payment set out in progress or, to the Knowledge of the Sellers, has been threatened such employment contract in the past two amount of [redacted for proprietary reasons]; in each case, with such payment being less all respective required deductions. (2d) yearsIn the event that [redacted for proprietary reasons] does not accept the offer of employment made by Klondex made pursuant to subsection 4.8(a) hereof, then Klondex shall have no responsibility whatsoever for such non-accepting party's termination payment or any other obligation of Shoreline under the applicable employment agreement with such party or as otherwise required by law. (e) If [redacted for proprietary reasons] accepts the offer of employment by Klondex made pursuant to subsection 4.8(a) hereof, Klondex shall recognize such accepting party's length of service with Shoreline and San Gold.

Employment Matters. (a) The Sellers have provided Buyers shall not be obligated to employ any of Sellers' employees and any such employment by Buyers shall be at their sole discretion and, subject to the Buyer terms of this Section 6.9, shall be on terms, conditions and policies of employment established by Buyers; provided, however, that Buyers shall not have the right to employ any person designated on Schedule 3.12 as an employee to be retained by Sellers. (b) Subject to applicable law, within a complete and accurate list reasonable period of time after the following information First Closing Date, Sellers shall transfer from the Paxsxx Xxxmunications Corporation 401(k) Retirement Plan (the "Sellers' 401(k) Plan") to any 401(k) plan established by Buyers (the "Buyers' 401(k) Plan") an amount, in cash, equal to the aggregate account balances held in the Sellers' 401(k) Plan as of the date of this Agreement for transfer with respect to all employees of Sellers hired by Buyers as of the Effective Date of the Time Brokerage Agreements (each Business a "First Closing Hired Employee: employer; job title; location; "). Prior to the date of hiring; any such transfer, and as (i) Buyers shall use commercially reasonable efforts to deliver to Sellers a copy of the most recently issued IRS determination letter (or other proof satisfactory to counsel for Sellers) that Buyers' 401(k) Plan is qualified under the Code, and (ii) Sellers shall use commercially reasonable efforts to deliver to Buyers a copy of the most recently issued IRS determination letter (or other proof satisfactory to counsel for Buyers) that Sellers' 401(k) Plan is qualified under the Code. Subject to applicable law, within a reasonable period of time after the Second Closing Date, Sellers shall transfer from Sellers' 401(k) Plan to Buyers' 401(k) Plan an amount, in cash, equal to the aggregate account balances held in Sellers' 401(k) Plan as of the date of commencement transfer with respect to all employees of employment; and current compensation paid or payable. At least sixty Sellers hired by Buyers as of the Second Closing Date (60) days prior to each a "Second Closing Hired Employee" and, collectively with the applicable ClosingFirst Closing Hired Employees, the "Hired Employees"). Subsequent to any transfer of assets to Buyers' 401(k) Plan, neither Sellers will nor Sellers' 401(k) Plan shall retain any liability with respect to any Hired Employee to provide him or her with benefits in accordance with the terms of Sellers' 401(k) Plan. Sellers and Buyers agree to cooperate with respect to any government filing, including, but not limited to, the Buyer filing of IRS Forms 5310-A, if necessary, to effect the following information transfer of assets contemplated by this Section 6.9(b). (c) For each Hired Employee, Buyers shall offer health and other welfare plan coverage to all Hired Employees and their dependents under the terms and conditions generally applicable to Buyers' employees as of immediately prior to the dates of hire for First Closing Hired Employees and Second Closing Hired Employees. For purposes of providing such Closing (coverage, if and to the extent that such information can be generated at least sixty (60) days prior to such Closing permitted by Buyer's group health plan or other welfare plan, Buyers shall waive all pre-existing condition limitations for all Hired Employees and as early prior to such Closing as reasonably practicable their dependents covered by Sellers' group health plan or other welfare plan, without the application of any eligibility period for coverage. If and to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated permitted by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer's healthcare plans, for each Business Hired Employee, Buyers shall credit all employee payments toward deductible and co-payment obligations under Sellers' healthcare plans for the plan year which includes the First Closing Date for all First Closing Hired Employees and the Second Closing Date for all Second Closing Hired Employees as if such payments had been made for similar purposes under Buyers' healthcare plans during the plan year which includes such Closing Dates. (d) Sellers shall be responsible for any amount payable to each First Closing Hired Employee whose services relate primarily to the portion of the Business being transferred at such Closingand each Second Closing Hired Employee for vacation, data relating to the amount of sick leave and vacation leave that is personal days accrued but unused by such employees, in each case as of such Closingthe First Closing Date or Second Closing Date, as applicable. (be) Except as set forth on This Section 3.13(b) 6.9 shall operate exclusively for the benefit of the Disclosure Schedule, (i) none of parties to this Agreement and is not intended for the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf benefit of any other person, including, without limitation, any current or former employee of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsany party hereto.

Employment Matters. (a) The Sellers have provided Prior to and on or after the Closing, Purchaser may, but shall not be required to, offer employment (which such offer may include non-competition covenants) to any of the Business Employees. Seller shall provide Purchaser with a current list of such employees at least ten (10) Business Days prior to the Buyer a complete expected Closing Date. Such individuals who accept Purchaser's offer of employment and accurate list begin work for Purchaser at Closing are referred to as the "Hired Employees". Seller shall terminate the employment of the following information Hired Employees as of the Closing Date or at such later date as a Business Employee agrees with Purchaser to become a Hired Employee. From the Closing Date until the one (1) year anniversary of the Closing Date (or, if earlier, the date of a Hired Employee's separation from service), all Hired Employees shall receive base compensation, bonus and benefits that are substantially comparable, in the aggregate, to the base compensation, bonus and benefits provided to such Hired Employee by Seller; provided that it is understood that, absent a written agreement, all Hired Employees are “at will.” Notwithstanding the foregoing, nothing in this Agreement imposes any obligation on Purchaser or its Affiliates to employ or enter into any other like relationship with the Stockholder or any of Seller's Personnel or Affiliates. (b) Purchaser agrees to give each Hired Employee service credit for each Business such Hired Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days 's employment with Seller prior to the Closing Date for purposes of calculating eligibility to participate and vesting credit (but not for accrual of benefits, other prior time served or contribution amounts, including but not limited to, deductibles and co-pays) under each applicable ClosingEmployee Plan of Purchaser or one of its Affiliates or as required by applicable statutory law, the Sellers will provide as if such service had been performed with Purchaser or one of its Affiliates. Nothing in this Section 5.6(b) is intended to the Buyer the following information as prevent Purchaser from amending or terminating any of immediately prior Purchaser's Employee Plans. Purchaser shall give credit to such Closing each Hired Employee for any accrued but unused sick time, vacation time, and paid time off (PTO) to the extent that Seller does not pay such information can be generated employee the same at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to provided the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting accrued costs and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and expenses are accrued therefor as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with current liability within the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(aNet Working Capital. (c) be considered a breach of any provision of this Agreement. Further, Commencing within ten (10) Business Days following prior to the applicable Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser in connection with Purchaser's good faith efforts to hire the Sellers will provide Business Employees, including allowing Representatives of Purchaser and its Affiliates reasonable access during normal business hours, upon reasonable advance notice, to the Buyer, for each meet with and distribute to such Business Employee whose services relate primarily such forms and other documents relating to the portion his or her proposed employment with Purchaser, provided such access does not unreasonably interfere with Seller's conduct of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingBusiness. (bd) Except Seller shall terminate its 401(k) Employee Plan (the "Seller 401(k) Plan") effective as set forth on Section 3.13(bof immediately prior to the Closing Date and shall take action to cause the Hired Employees' account balances, if any, under any such Seller 401(k) Plan to become fully vested as of the Disclosure ScheduleClosing Date. (e) Notwithstanding the foregoing, nothing contained herein shall (i) none be treated as an amendment to any particular Employee Plan of the Business Employees isPurchaser or Seller, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none obligate Purchaser or any of the Business Employees isits Affiliates to maintain any particular Employee Plan or arrangement, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) prevent Purchaser or any of its Affiliates from amending or terminating any Employee Plan or arrangement, or (iv) give any third party the right to the Knowledge enforce any of the Sellersprovisions of this Agreement. (f) After Closing, there Seller will not provide continuing health benefit coverage as described in Sections 601 through 608 of ERISA and Code Section 4980B (hereinafter referred to as "COBRA Coverage") to all persons who are no currently filed petitions for representation "M&A qualified beneficiaries" (as described in IRS Regulation Section 54.4980B-9, Question and Answer 4) with respect to the formation of a collective bargaining unit involving any of the Business Employees transactions contemplated by this Agreement (hereinafter referred to as "COBRA Beneficiaries"). Therefore, Purchaser shall offer COBRA Coverage to COBRA Beneficiaries timely and no such petitions for representation have been filed oraccurately identified by Seller or its Affiliate, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers at Purchaser’s sole cost and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsexpense.

Employment Matters. (a) The Sellers have Seller shall promptly update the information required to be provided under Section 5.15 hereof to the Buyer a complete reflect any and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid all employment or payable. At least sixty (60) days service hirings or terminations occurring prior to the applicable ClosingClosing Date, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in final such update to occur no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten later than five (105) Business Days prior to the Closing Date (it being understood that the Seller will inform the Buyer in writing of the termination of employment or services of a Business Employee or Business Service Provider following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingdate hereof). (b) Except The Seller shall provide the Buyer, upon execution of this Agreement, with access to the Business Employees at times and in a manner reasonably acceptable to the Seller, and with information reasonably requested by the Buyer with respect to compensation and benefits of the Business Employees. The Buyer or one of its Affiliates shall offer employment to all Business Employees (the “Offered Employees”). Subject to the second to last sentence of paragraph (c), below, all Offered Employees who (A) accept the offer of employment from Buyer or one of its Affiliates and (B) commence employment with the Buyer or one of its Affiliates as of immediately following the Closing shall be referred to herein as the “Transferred Employees.” Unless a written acceptance of an offer of employment is required by applicable Law, an Offered Employee who is actively at work with the Buyer or one of its Affiliate as of the Closing Date and continues employment shall be deemed to have accepted the offer of employment from Buyer or one of its Affiliates, unless such Offered Employee specifically declines such offer of employment. The Seller shall make available to the Buyer the services of certain non-Business Employees for a period of time following the Closing Date as set forth in the Transition Services Agreement. (c) The employment of each Transferred Employee with the Buyer or one of its Affiliates shall commence immediately upon the Closing and shall be deemed, for all purposes, consistent with applicable Law and except for purposes of Business Benefit Plans and as otherwise expressly provided herein, to have occurred with no interruption or break in service and no termination of employment; provided, however, that any Inactive Employee shall not be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, the Buyer and its Affiliates shall only be responsible for Liabilities relating to the Inactive Employee from and after the date such Inactive Employee becomes a Transferred Employee. The employment of any Inactive Employee with the Buyer or one of its Affiliates, as applicable, shall be effective upon his or her return to active work with the Buyer, provided that the Inactive Employee reports to work with the Buyer or one of its Affiliates, as applicable, within fifteen (15) days after the end of any such approved leave and in no event later than one hundred eighty (180) days following the Closing Date, or such longer period if required by applicable Law, and, as of such date, such Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on Section 3.13(b) an “at will” basis unless otherwise agreed by the Buyer or is otherwise inconsistent with any collective bargaining agreement entered into by the Buyer with the recognized or certified bargaining representatives of the Disclosure ScheduleTransferred Employees. (d) The Seller shall terminate, or shall cause to be terminated, the employment of all Transferred Employees effective as of the Closing or, with respect to any Inactive Employee who becomes a Transferred Employee after the Closing Date in accordance with Section 7.15(c), upon the earlier of (i) none their return to active work with the Buyer or one of the Business Employees isits Affiliates, or during the past two (2) years has beenas applicable, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none fifteen (15) days after the end of the Business Employees isInactive Employee’s approved leave with the Seller, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to one hundred eighty (180) days following the Knowledge Closing Date. The Seller shall maintain each Inactive Employee’s participation in the Business Benefit Plans in accordance with the terms of such plans as presently in effect or as otherwise required by applicable Law. Subject to, and effective as of, the Closing, the Seller hereby waives and releases each of the SellersTransferred Employees from any and all contractual, there are no currently filed petitions for representation common law or other restrictions enforceable by the Seller and its Affiliates on the employment, activities or other conduct of such individuals after their termination of employment with Seller except with respect to obligations related to confidentiality and trade secrets. Prior to the formation Closing Date, and to the extent necessary to implement this sentence, the Seller shall cause to be taken all actions as may be reasonably required to amend any Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that severance or separation payments shall not be payable to any Transferred Employee on account of a collective bargaining unit involving any such employee’s termination of employment with the Seller and its Affiliates. With respect to the Wausau Paper Corp. Savings and Investment Plan, the Closing of the Business Employees and no Contemplated Transactions shall be deemed a distribution event by the administrator of such petitions for representation have been filed or, plan. (e) Pursuant to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.“

Employment Matters. (a) The Sellers have provided Buyer shall not be obligated to employ any of Sellers' employees and any such employment by Buyer shall be at its sole discretion and subject to the terms of this Section 6.10, shall be on terms, conditions and policies of employment established by Buyer; PROVIDED, HOWEVER, that Buyer shall not have the right to employ any person designated on SCHEDULE 3.12 as an employee to be retained by Sellers. (b) Within a complete and accurate list reasonable period of time after the following information Closing Date, Sellers shall transfer from the Paxsxx Xxxmunications Corporation 401(k) Retirement Plan (the "Sellers 401(k) Plan") to any 401(k) plan established by Buyer an amount, in cash, equal to the aggregate account balances held in the Sellers 401(k) Plan as of the date of this Agreement for transfer with respect to all employees of Sellers hired by Buyer (each Business a "Hired Employee: employer; job title; location; "). Prior to the date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to any such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentencetransfer, and as preconditions thereto: (i) Buyer shall use commercially reasonable efforts to deliver to Sellers a result copy of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by most recently issued Internal Revenue Service ("IRS") determination letter (or other proof satisfactory to counsel for Sellers) that the preceding sentence may not be Business Employees at Buyer's 401(k) Plan is qualified under the applicable ClosingInternal Revenue Code (the "Code"), and certain individuals who are not identified as Business Employees in connection with (ii) Sellers shall use commercially reasonable efforts to deliver to Buyer a copy of the deliveries contemplated by most recently issued IRS determination letter (or other proof satisfactory to counsel for the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(aBuyer) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, that the Sellers will provide 401(k) Plan is qualified under the Code. Subsequent to the transfer of assets to the Buyer's 401(k) Plan, for each Business Employee whose services relate primarily neither Sellers nor the Sellers 401(k) Plan shall retain any liability with respect to such Hired Employees to provide them with benefits in accordance with the portion terms of the Business being transferred at such ClosingSellers 401(k) Plan. Sellers and Buyer agree to cooperate with respect to any government filing, data relating including, but not limited to, the filing of IRS Forms 5310-A, if necessary, to effect the amount transfer of sick and vacation leave that is accrued but unused as of such Closingassets contemplated by this Section 6.10(d). (bc) Except as set forth on This Section 3.13(b) 6.10 shall operate exclusively for the benefit of the Disclosure Schedule, (i) none of parties to this Agreement and is not intended for the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf benefit of any other person, including, without limitation, any current or former employee of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsany party hereto.

Employment Matters. (a) The Sellers have provided In the event that Buyer intends to engage the services of any employees of any Seller from and after the Closing, no later than two (2) business days prior to the Closing Buyer shall submit to the Sellers a complete and accurate list of such employees whom Buyer intends to offer employment; provided Buyer shall not have the right to hire (i) any of the Sellers' employees whose responsibilities since September 1, 2002 have related primarily to the Retained Franchises and (ii) any of the Sellers' employees listed on Schedule 5.12. Subject to this Section 5.12, Buyer shall have the right to solicit the employment of such employees under such wages, hours and working conditions as Buyer shall determine, from and after, and effective upon, the Closing. Each employee of any Seller who accepts the Buyer's offer of employment and commences employment following information the Closing Date shall be a "Transferred Employee." Nothing contained in this Agreement, nevertheless, shall be interpreted or construed to impose upon any Seller any obligations for such wages, hours and working conditions, including, without limitation, vacation pay or other benefits, provided by Buyer from and after the Closing regardless of whether, for the purposes thereof, any such employees shall be credited with service prior to the Closing. (b) For a period of one year following the Closing Date, (i) each Transferred Employee shall be entitled to a position and salary that is comparable to the position and salary that such Transferred Employee was entitled to from any Seller as of the date of this Agreement for and (ii) the Transferred Employees shall be entitled to participate in employee benefit plans, programs and arrangements that are comparable, in the aggregate, to the employee benefit plans, programs and arrangements available to similarly situated employees of Buyer. (c) Buyer shall credit each Business Transferred Employee: employer; job title; location; date , as of hiring; date of his or her commencement of employment; and current compensation paid employment with Buyer, with all service on record with any Seller as of the Closing Date under employee benefit plans of Buyer (other than Buyer's 401(k) Plan) in which such Transferred Employee participates to the same extent that such service was credited under the comparable plans or payable. At least sixty (60) days programs of the Sellers immediately prior to the applicable ClosingClosing Date, the Sellers will provide including with respect to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting eligibility, vesting, and eligibility to participate determination of benefits (but not benefit accrual under any Employee Plan (including any vacation or other paid time off policy of the Sellersdefined benefit pension plan). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who Entities are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will a party to any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingwritten employment agreements. (b) Except All vacation pay accrued up to the Closing Date have been paid by the Entities such that on the Closing Date there is no vacation paying owing to the employees of the Entities or any former employees of the Entities. (c) The individuals listed on Schedule 4.16(c) hereto are the only employees of the Entities on the Closing Date. The date of birth, hire date, salary for the past three years and title of each Employee is set out on Schedule 4.16(c). (d) The Entities have satisfied all of their respective obligations and liabilities to their respective employees and former employees arising out of their employment under all applicable Laws, including those with respect to any and all lay-offs and terminations of any employees. (e) The Entities have not made and are not otherwise bound by any Contracts with any labour union or employee association (not including any Guild Agreement, if any). (f) The Entities have no Contracts nor are they bound or otherwise liable under any Contracts for the payment of any bonus, work incentive, profit sharing, savings, retirement, deferred compensation, stock option, stock purchase, pension, hospitalization, medical, dental, vision care, drug, sick leave, life insurance, weekly indemnity, long term disability, supplemental unemployment benefit, legal assistance, or any other sort or type of benefit or insurance plan, whether self-insured or otherwise, except for the employee plans listed on Schedule 4.16(f). The employee plans listed on Schedule 4.16(f) are referred to herein as set forth on the “Employee Plans”. Other than the Employee Plans, the Entities do not, and have not, within the past three (3) years, maintained, contributed to, or administered any “employee pension benefit plan” as defined in Section 3.13(b3(2) of the Disclosure ScheduleEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), (the “Pension Plans”) or any “employee welfare benefit plan”, as defined in Section 3(1) of ERISA, (the “Welfare Plans”). (g) The Entities have delivered or has caused to be delivered to Purchaser true and complete copies of the Employee Plans (including any amendments, related trust agreements, custodial agreements, insurance contracts, investment contracts and other funding arrangements, if any). (h) Each Employee Plan has been maintained in compliance with its terms and 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 Employee Plan. (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there There are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge knowledge of the SellersEntities, threatened (A) claims, suits or other proceedings by any employees, former employees or plan participants, other than ordinary and usual claims for benefits, or (B) suits, investigations or other proceedings by any governmental agency or authority, of or against any Employee Plan. (j) The Entities have made all required contributions under each Pension Plan on a timely basis. (k) Neither the Sellers and no such proceeding Entities nor any ERISA Affiliate has ever maintained, adopted or established, contributed to, or otherwise participated in any (i) defined benefit pension plan covered by Title IV of ERISA or (ii) “multiemployer plan” (as defined in Section 3(37) of ERISA). (l) No Employee Plan provides benefits, including any severance or other post-employment benefit, or health or medical benefits (whether or not insured), to current or former employees (or their spouses or dependents) of the Entities beyond their retirement or other termination of service other than (A) coverage mandated by applicable law, or (B) benefits, the full cost of which is borne by the current or former employee (or his or her beneficiary). (m) All steps necessary to terminate the Castle Hill Productions, Inc. Profit Sharing Plan, other than the making of distributions, have been made. Immediately following the Closing, in accordance with Section 9.13, all distributions required under the Castle Hill Productions, Inc. Profit Sharing Plan necessary in order to terminate the plan will be made and, as a result, the plan will terminate. (n) No notice has been initiated received by either of the Entities of any complaints filed by any of the employees against such Entity claiming that the Entity has violated any Law. (o) There are no actual or, to the Knowledge knowledge of the SellersVendors, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage actions for wrongful dismissal involving the Business Employees has occurred, is in progress or, to the Knowledge any former employee of either of the Sellers, has been threatened in the past two (2) yearsEntities.

Employment Matters. (a) The Sellers have provided to Section 3.17(a) of the Buyer Seller Disclosure Schedule contains a complete and accurate list of all of the following information Employees, which list is current as of August 31, 2023, describing for each such Employee: (i) the position held; (ii) whether classified as exempt or non-exempt for wage and hour purposes; (iii) date of hire; (iv) work location (city and state); (v) whether paid on a salary, hourly or commission basis; (vi) regular hourly wage, annual salary or commission rate, as applicable; (vii) full or part time; (viii) bonus and commission potential; (ix) status (i.e., active or inactive and if inactive, the type of leave and estimated duration); (x) accrued, unused PTO or vacation balance; (xi) the total amount of bonus, severance and other amounts to be paid to such Employee at the Closing or otherwise in connection with the transactions contemplated hereby; and (xii) the employer. Except as set forth in Section 3.17(a) of the Seller Disclosure Schedule, the Employees are at-will and no Employee is subject to any contract, expressed or implied, written or oral, with the Seller, other than restrictive covenant/non-disclosure agreements. The employment of all Employees is terminable at will (without the imposition of penalties or damages) by Seller, and the Seller does not have severance obligations as to any Employee (except as described herein in connection with the Closing or otherwise in connection with the transactions contemplated hereby). (b) Section 3.17(b) of the Seller Disclosure Schedule contains a complete and accurate list of all the independent contractors, consultants, temporary employees, leased employees or any other servants or agents performing services with respect to the operation of Seller and classified by the Seller as other than an employee or compensated other than through wages paid by the Seller through its payroll department and reported on a Form W-2 (“Contingent Workers”), which list is current as of the date herein and includes any Contingent Worker who has performed services for the Seller during the twelve (12) month period immediately preceding such date and which resulted in payments by the Seller to such Contingent Worker in excess of this Agreement $50,000, and provides for each Business Employeesuch Contingent Worker: employer; job title; location; (i) start date of hiring; date services, (ii) scope of commencement work, (iii) duration of engagement, and (iv) fee or compensation arrangements. (c) There is no, and during the past three (3) years there has been no, material labor dispute, labor strike, work stoppage, slowdown, material concerted interference with normal operations, picketing of any nature or lockout pending or, to the Seller’s Knowledge, threatened, against or affecting the Seller. Seller is not a party to or bound by any collective bargaining agreement, contract, or other agreement or understanding with a labor union or labor organization, and the Seller has no duty to bargain with any labor union or labor organization. To the Seller’s Knowledge, there are no organizational campaigns in progress with respect to any of the Employees or Contingent Workers and there are no proceeding pending or, to Seller’s Knowledge threatened, asserting that Seller has committed an unfair labor practice (within the meaning of the National Labor Relations Act). (d) Except as set forth in Section 3.17(d) of the Seller Disclosure Schedule: (i) the Seller is in material compliance with all applicable Laws respecting labor, employment, human rights, pay equity, fair employment practices, workplace safety and health, workers’ compensation, unemployment insurance, terms and conditions of employment; , immigration and current compensation paid work authorization, classification as exempt or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit non-exempt for purposes of vesting the Fair Labor Standards Act and eligibility analogous Laws, classification as independent contractors or employees, and wages and hours; (ii) the Seller is not delinquent in any payments to participate any Employee or Contingent Worker for any wages, salaries, commissions, bonuses, fees or other compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such Employees or Contingent Workers; (iii) there are no, and within the last three (3) years there have been no formal or informal grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, sexual or other discriminatory harassment, sexual assault, retaliation or unfair labor practices) pending or, to Seller’s Knowledge, threatened against the Seller in any judicial, regulatory or administrative forum, under any Employee Plan private dispute resolution procedure or internally; (including any vacation or other paid time off policy iv) none of the Sellers). The parties agree and acknowledge that, due to the timing employment policies or practices of the deliveries contemplated Seller are currently being audited or investigated, or to Seller’s Knowledge, subject to imminent audit or investigation by any Governmental Authority; (v) the preceding sentenceSeller is not, and as a result within the last three (3) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of ordinary course personnel turnover, certain individuals who are identified as Business Employees any labor or employment matters; and (vi) the Seller is in connection material compliance with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion requirements of the Business being transferred at such Closing, data relating to the amount Immigration Reform Control Act of sick and vacation leave that is accrued but unused as of such Closing1986. (be) Except as set forth on Section 3.13(b3.17(e) of the Seller Disclosure Schedule, the Seller has not, within the past three (i3) none years, experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification (WARN) Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Business Employees isSeller or one or more facilities or operating units within any site of employment or facility of the Seller, or and, during the past two ninety (290) years day period preceding the date hereof, no Employee has beensuffered an “employment loss,” as defined in the WARN Act or any similar state, represented by a unionlocal or foreign Law or regulation, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any Seller. Section 3.17(e) of the Business Employees Seller Disclosure Schedule sets forth for each Employee who has suffered such an “employment loss” during the ninety (90) day period preceding the date hereof: (i) the name of such employee, and no such petitions for representation have been filed or, to (i) the Knowledge date of the Sellers, threatened in “employment loss.” (f) Within the past two last three (23) years; : (ivi) there no Employee or Contingent Worker has filed any charge of discrimination or harassment (including, without limitation, sexual harassment) against the Seller or against any Employee who is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any an executive officer of the Business Employees pending or, to Seller or who is employed at the Knowledge level of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) yearsVice President or above; and (vii) the Seller has not entered into any settlement agreements related to allegations of discrimination or harassment (including, without limitation, sexual harassment) made by an Employee or Contingent Worker. To the Seller’s Knowledge, there is no, and during the last three (3) years there has been no consensual or non-consensual sexual relationship between: (i) any beneficial owner, officer or executive-level employee of the Seller on the one hand, and any current or former Employee or Contingent Worker on the other hand; or (ii) between any supervisory employee of the Seller on the one hand, and any current or former Employee or Contingent Worker within the same reporting structure on the other hand. (g) To Seller’s Knowledge, there have been no workplace accidents, injuries, or exposures (including without limitation viral exposure, and including without limitation COVID-19) in the last twelve (12) months involving any Employee which are likely to result in, but have not yet resulted in, a claim for worker’s compensation payments or benefits, or a violation of the Occupational Health and Safety Act (OSHA) or state or local equivalent. (h) Except as set forth on Section 3.17(g) of the Seller Disclosure Schedule: (i) no labor disputeEmployee is on a visa sponsored by the Seller which visa will require continued sponsorship; and (ii) the Seller has not, walk outwithin the past three (3) years, strikereceived a “no match” letter from the Social Security Administration concerning any current or former Employee that was determined to result from false documentation or fraud; and (iii) the Seller has not, slowdownwithin the past three (3) years, hand billingreceived any notice from the Internal Revenue Service of a mismatch between a name of an Employee and a social security number provided on a Form 1095-C that was determined to result from false documentation or fraud. Within the past three (3) years, picketinga USCIS Form I-9 has been properly prepared and retained for each Employee as required by Law. To Seller’s Knowledge, no such Form I-9 was improperly prepared and no false documentation was provided in connection with satisfying the requirements of such Form I-9. (i) To the Seller’s Knowledge, none of the executive officers or work stoppage involving management employees of the Business Employees Seller has occurred, is in progress or, indicated to the Knowledge Seller an intention to resign or retire as a result of the Sellerstransactions contemplated by this Agreement. (j) The Seller has provided Buyer with complete and correct copies of (i) all existing policies regarding severance, has been threatened in the past two vacation, leaves of absence, and retirement benefits, (2ii) yearsall trade secret, non-compete, non-disclosure and invention assignment agreements for current Employees, and (iii) all manuals and handbooks applicable to any current Employee.

Employment Matters. (a) The Sellers have provided Immediately prior to the Buyer a complete and accurate list Closing, the Seller shall terminate the employment or service of each of the following information Business Employees set forth on Schedule 6.5(a) (the “Terminated Business Employees”), which termination shall be contingent upon the Closing actually occurring. Subject to the terms and conditions of this Section 6.5, at the Closing, the Buyer shall offer employment to each Terminated Business Employee, to the extent such person is an active employee of the Seller or its Affiliates as of the date close of business on the day immediately prior to the Closing Date, such employment with the Buyer to be effective as of immediately after the Closing. Each Terminated Business Employee who (i) accepts the Buyer’s offer, (ii) executes and delivers a customary confidentiality agreement, restrictive covenant agreement, offer letter or other applicable policies or agreements with the Buyer and (iii) actually performs services for the Buyer immediately after the Closing, shall be referred to as a “Newly Hired Business Personnel.” Table of Contents (b) Prior to or at the Closing, the Seller shall pay each Terminated Business Employee (i) all payments, including but not limited to, accrued but unpaid salaries, wages, commissions, vacation, other paid time off and bonuses earned (for which the Terminated Business Employee is entitled under the Seller’s policies) by such Terminated Business Employee up to the Closing, and (ii) all accrued but unpaid contributions and payments required to be made by the Seller and any other appropriate entity (including, without limitation, other Affiliates of the Seller) with respect to the Terminated Business Employee under any Employee Benefit Plans. (c) The Buyer shall give, or cause to be given to, each Newly Hired Business Personnel credit for his or her years of service with the Seller prior to the Closing for purposes of determining eligibility to participate in and vesting (but not for purposes of (i) benefit accruals other than vacation or personal time off or (ii) vesting under any equity-based arrangements) under the employee benefit plans of the Buyer or its Affiliates in which the Newly Hired Business Personnel become eligible to participate after the Closing, to the extent permitted under the terms of such plans; provided, however, that (1) such service shall be recognized only to the extent it was recognized under the corresponding Employee Benefit Plan in which such Newly Hired Business Personnel participated immediately prior to the Closing, (2) nothing herein shall result in the duplication of any benefits for the same period of service and (3) no Newly Hired Business Personnel shall be eligible to participate in the Buyer’s or its Affiliates’ benefit plans until the Buyer determines in its sole discretion. (d) The Seller will be responsible for providing all notices and continuation coverage required under COBRA to all Business Employees or former Business Employees of the Seller or the Company (including to all Terminated Business Employees and to any beneficiaries and former Business Employees and beneficiaries), including those who are or become “M&A Qualified Beneficiaries” (as such term is defined in Treasury Regulations §54.4980B-9) as a result of the consummation of the transactions contemplated by this Agreement. Specifically, the Seller agrees that all obligations to provide such continuation coverage to all such employees (including the Terminated Business Employees), former Business Employees, beneficiaries and M&A Qualified Beneficiaries are being allocated to the Seller. If the Seller and its Affiliates cease to maintain a group health care plan, then, notwithstanding any other provision of this Agreement to the contrary, the Seller will reimburse the Buyer for each any and all expenses incurred by the Buyer in excess of the premiums collected by the Buyer from all such Business Employee: employer; job title; location; date Employees, former Business Employees, beneficiaries and M&A Qualified Beneficiaries and any actual reinsurance or stop-loss insurance recoveries (including claims incurred under the Buyer’s or its Affiliates’ group health plan, administrative fees, reinsurance premiums) in providing such continuation coverage to all such Business Employees, former Business Employees, beneficiaries and M&A Qualified Beneficiaries. Table of hiring; date Contents (e) Effective as of commencement of employment; the Closing, all Terminated Business Employees and current compensation paid their eligible dependents shall cease participation in the Employee Benefit Plans, except for any amounts or payable. At least sixty (60) days benefits, including any claims or benefits vested, incurred or accrued on or prior to the applicable Closing through the end of the month including the Closing, the Sellers will provide . Seller shall retain all liabilities arising under or with respect to any Employee Benefit Plans and the Buyer the following information shall not have any liabilities or obligations under or with respect to any such Employee Benefit Plans. (f) Effective as of immediately prior to such Closing the Closing, the Seller shall take, or cause to be taken, all actions necessary to fully-vest the accounts of all Terminated Business Employees who are participants in the Zayo Group Holdings, Inc. 401(k) Plan. (to g) Without limiting the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion generality of the Business being transferred at such Closingprovisions of Section 11.2, the provisions of this Section 6.5 are solely for the benefit of the Parties to this Agreement, and nothing contained in this Section 6.5, whether express or implied: service credit for purposes of vesting and eligibility to participate under (i) shall create any Employee Plan third party beneficiary or other rights in any Person (including any vacation current or other paid time off policy former Business Employees or any dependent or beneficiary thereof) in respect of the Sellers). The parties agree terms and acknowledge thatconditions of employment with, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence or any compensation or benefits that may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closingprovided by, the Sellers will provide to Company, the Buyer, for each Business Employee whose services relate primarily to the portion Buyer or any of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations boardtheir respective Affiliates; (ii) none of the Business Employees isshall be deemed to establish or amend any employee benefit or compensation plan, program, agreement or during the past two (2) years has been, a signatory to arrangement for any purpose; or bound by a Collective Agreement with any Union; (iii) shall alter or limit the Buyer’s ability to the Knowledge of the Sellersamend, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving modify or terminate any of the Business Employees and no such petitions for representation have been filed oremployee benefit or compensation plan, to the Knowledge of the Sellersprogram, threatened in the past two (2) years; (iv) there is no unfair labor practice agreement or labor arbitration proceeding brought by or on behalf of arrangement at any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearstime.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(bSchedule 4.17(a) of the Disclosure Schedule, as of May 3, 1999, (i) none there were no employment contracts or severance agreements with any employees of the Business Employees isCompany or any Company Subsidiary, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none there were no written personnel policies, rules or procedures applicable to employees of the Business Employees is, Company or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; Company Subsidiary and (iii) to the Knowledge knowledge of the SellersCompany or the Company Subsidiaries, there are no currently filed petitions for representation key employee or group of employees had any plans to terminate their employment with respect to the formation of Company or any Company Subsidiary as a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf result of any of the Business Employees pending ortransactions contemplated by this Agreement or otherwise. (b) Between the enactment of the WARN Act and May 3, 1999, neither the Company nor any Company Subsidiary had effectuated (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Company Subsidiary or (ii) a "mass layoff " (as defined in the WARN Act) affecting any site of employment or facility of the Company or any Company Subsidiary; nor had the Company or any Company Subsidiary been affected by any transaction or engaged layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law. (c) Except as set forth on Schedule 4.17(c) of the Disclosure Schedule or as would not have reasonably been expected to have a Material Adverse Effect, to the Knowledge Company's knowledge, as of May 3, 1999, the Company and each of the SellersCompany Subsidiaries (i) was in compliance with all currently applicable laws and regulations respecting employment, threatened against the Sellers discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health, and employment practices, and were not engaged in any unfair labor practice, (ii) had no such proceeding has been initiated orpending workers compensation claims or any uninsured claims for long term disability, to the Knowledge of the Sellers, threatened in the past two (2) years; and (viii) had no labor disputeobligation under the Consolidated Omnibus Budget Reconciliation Act of 1985, walk outas amended, strikethe Family and Medical Leave Act of 1993, slowdown, hand billing, picketingas amended, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge Health Insurance Portability and Accountability Act of the Sellers, has been threatened in the past two (2) years1996.

Employment Matters. (a) The Sellers CCBCC Parties have provided to the Buyer CCR Parties a complete and accurate list of the following information as of the date of this Agreement for each CCBCC Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers CCBCC Parties will provide to the Buyer CCR Parties the following information as of immediately prior to such the Closing (to the extent that such information can be generated at least sixty (60) days prior to such the Closing and as early prior to such the Closing as reasonably practicable to the extent that such information cannot be generated at least sixty (60) days prior to such the Closing) for each CCBCC Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee: service credit for purposes of vesting and eligibility to participate under any CCBCC Employee Plan (including any vacation policy or other paid time off policy of the SellersCCBCC Parties). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as CCBCC Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCBCC Business Employees at the applicable Closing, and certain individuals who are not identified as CCBCC Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCBCC Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a4.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following prior to the applicable Closing, the Sellers CCBCC Parties will provide to the BuyerCCR Parties, for each such CCBCC Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee, data relating to the amount of sick and vacation leave that is accrued but unused as of such the Closing. (b) Except as set forth on Section 3.13(b4.13(b) of the CCBCC Disclosure Schedule, (i) none of the CCBCC Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) Union that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCBCC Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the SellersCCBCC Parties, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the CCBCC Business Employees and no such petitions for representation have been filed or, to the Knowledge of the SellersCCBCC Parties, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the CCBCC Business Employees pending or, to the Knowledge of the SellersCCBCC Parties, threatened against the Sellers CCBCC Parties and no such proceeding has been initiated or, to the Knowledge of the SellersCCBCC Parties, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the CCBCC Business Employees has occurred, is in progress or, to the Knowledge of the SellersCCBCC Parties, has been threatened in the past two (2) years.

Employment Matters. (a) Without limiting the definition of the Excluded Liabilities, the Purchaser does not assume and accepts no liability or obligation of the Sellers resulting from any collective bargaining agreement (other than the Union Contract), contract of employment, severance arrangement, employee handbook, precedent, past practice, or other method which in the past established terms and conditions of employment between the Sellers, their predecessors and their employees. The Sellers have provided agree to pay or otherwise perform any liability or obligation with respect to its employees which is an Excluded Liability. The Purchaser agrees to be responsible for and to pay to any employee of either Seller who on the Closing Date becomes an employee of the Purchaser, all vacation pay, sick pay and wages or other remuneration to the Buyer a complete and accurate list of the following information extent it is an Assumed Liability as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; Closing Date and current compensation contained on the Closing Statement and required to be paid or payable. At least sixty (60) days prior pursuant to the applicable Closingemployee policies disclosed in Schedule 4.12, to the same extent as would be required by the employee policies of the Sellers will provide to on the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingDate. (b) Except as set forth on Section 3.13(b) As of the Disclosure ScheduleClosing Date, the Purchaser shall offer employment to, and the Sellers shall use their best efforts to assist the Purchaser in employing as new employees of the Purchaser the persons listed in Schedule 6.5(b) (the "Retained Employees"). The Sellers shall terminate effective as of the Closing Date all employment agreements or arrangements either Seller has with any of the Retained Employees. With respect to all employees of the Sellers other than the Retained Employees, the Sellers may retain or terminate such employees in their discretion. The Purchaser shall have no liability to the Sellers or any employee of either Seller arising out of, in connection with, or resulting from the fact that the Purchaser has not offered employment to any specific employee of either Seller. (c) Until the first anniversary of the Closing Date, the Sellers will not directly or indirectly: (i) none of solicit any Retained Employee to terminate such Retained Employee's employment relationship with the Business Employees is, Purchaser; or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none solicit any Employee to enter into any employment relationship with either Seller. Nothing in Section 6.5(c)(ii) shall prohibit either Seller from employing any person who has not been employed by the Purchaser for a period of 30 days, provided that the Business Employees isPurchaser has complied with Section 6.5(c)(i). (d) On or before February 29, or during the past two (2) years has been2000, a signatory Farlxx xxxll pay to or bound by a Collective Agreement with any Union; (iii) to the Knowledge employees of the Sellerseither Seller as of December 31, there are no currently filed petitions 1999 all bonuses accrued for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or1999, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsbut not yet paid.

Employment Matters. (a) The Sellers have During the period commencing on the Closing and continuing through the one-year anniversary of the Closing (the “Compensation Continuation Period”), Purchaser shall, or shall cause its Affiliates to, provide to each employee who continues as an employee of Purchaser or any of its Affiliates during the Compensation Continuation Period (each a “Continuing Employee”) with (i) a base salary or wage rate and (ii) short-term cash incentive compensation opportunities and commission opportunities, that are no less favorable (in the aggregate) than those provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information Continuing Employees as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) With respect to each employee benefit plan maintained by Purchaser or the relevant Affiliate for the benefit of any Continuing Employee, Purchaser shall, to the Disclosure Scheduleextent permitted by such plan and applicable Law, (i) none cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the Business Employees isapplication of any pre-existing condition limitations under such plan, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none Continuing Employees shall receive credit for purposes of eligibility (including for purposes of any vacation, sick, personal time off plans or programs) and vesting for years of service with the Company prior to the Closing and (iii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Plan for the plan year that includes the Closing Date for purposes of applying deductibles and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Business Employees isapplicable plan maintained by Purchaser or its Affiliates, as applicable, for the plan year in which the Closing Date occurs. (c) Nothing contained in this Section 7.5, express or implied, shall be construed (i) to establish, amend, or during modify any benefit plan, program, agreement or arrangement, (ii) to prevent Purchaser or any of its Affiliates (including, after the past two (2transaction, the Company and its Subsidiaries) years has beenfrom terminating or modifying the terms of employment of any employees or terminating or modifying any Plan or any other employee benefit plan, a signatory to program, agreement or bound by a Collective Agreement with any Union; arrangement, or (iii) to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement. The parties hereto acknowledge and agree that the Knowledge of terms set forth in this Section 7.5 shall not create 51 33067829.14 any right in any Company employee or any other Person to any continued employment with the SellersCompany, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving Purchaser or any of the Business Employees and no such petitions for representation have been filed ortheir respective Affiliates, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketingsuccessors, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsassigns.

Employment Matters. (a) The Each of the Sellers have provided shall use their commercially reasonable efforts to retain all of the employees engaged in the Business, and to maintain in good standing through the Closing all relationships and agreements with employees, independent contractors, or consultants necessary to the Buyer a complete Business, in each case from the date hereof through the Closing Date and accurate list of to cooperate with the following information Purchaser in hiring employees engaged in the Business who are offered employment by the Purchaser; provided, that the foregoing shall not require that any Seller offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except The Sellers will terminate all Purchaser Hires as set forth of the Closing Date. It is the intention of the Purchaser to hire some, and perhaps all, of the persons employed by Sellers in the Business as of the Closing Date. Sellers agree that the Purchaser retains sole and complete discretion with respect to which employees of Sellers the Purchaser shall offer employment. From the date hereof through the Closing, the Sellers shall permit the Purchaser to communicate in writing with the Sellers' employees and consultants, at reasonable times and upon reasonable notice, concerning the Purchaser's plans, operations, business, customer relations, and general personnel matters and to interview the Sellers' employees and consultants and review the personnel records and such other information concerning the Sellers' employees and consultants as the Purchaser may reasonably request (subject to obtaining any legally required written permission of any affected employee or consultant and to other applicable law). The Sellers shall be solely responsible for any notification and liability under WARN relating to any termination of any of Seller's employees occurring on or after the date of this Agreement. Employees hired by the Purchaser effective on or after the Closing Date shall be referred to herein as a "Purchaser Hire." The Sellers shall indemnify and hold Purchaser harmless from any and all damages, liabilities, claims or expenses incurred by the Purchaser as a result of the failure of the Sellers to comply with any of the requirements of WARN, including applicable notice requirements. Sellers will provide Purchaser with copies of all notices to be given to employees regarding the Contemplated Transactions as promptly as practicable (and in the case of notices required by WARN or other statutes, at least five (5) Business Days) in advance of giving such notice to employees. (c) Sellers will be responsible for all liabilities for employee or agent compensation and benefits accrued or otherwise arising out of services rendered prior to Closing or arising by reason of actual, constructive or deemed termination at Closing. Without limitation of the preceding sentence, on the Closing Date Sellers shall pay all of the Purchaser Hires engaged in the Business the full amount, if any, to which they may be entitled for any compensation or accrued benefits, including but not limited to vacation, sick leave or other leave, accrued bonuses and commissions, and for severance benefits. No accrued vacation, sick leave or other leave shall carry over to any employment of such employees by Purchaser. (d) The Purchaser will recognize all years of service of the Purchaser Hires with the Sellers for purposes of eligibility to participate in and to vest under those employee benefit plans, within the meaning of Section 3.13(b3(3) of ERISA, of the Purchaser in which the Purchaser Hires are eligible to participate in after the Closing Date. The Purchaser shall recognize all years of service of the Purchaser Hires with the Seller for purposes of vacation accrual under the Purchaser's vacation policies, subject to the pro-rating schedules applicable to new employees of Purchaser as described in Purchaser's "Paid Time Off" policy. The Purchaser shall cause all pre-existing condition exclusions under any medical and dental plans made available by the Purchaser to Purchaser Hires to be waived in respect of such employees and dependents, but only to the extent Seller's medical and dental plans recognize such Purchaser Hires and their dependents as having satisfied any pre-existing conditions exclusion under Seller's medical and dental plans. The Purchaser shall take commercially reasonable efforts to ensure that the medical and dental plans made available by Purchaser to Purchaser Hires credit such Purchaser Hires' and their dependents with the amount of deductibles satisfied under the Sellers' medical and dental plans in the same plan year. (e) The Purchaser shall be responsible for providing continuation coverage as required by COBRA, under a group health plan maintained by the Purchaser, to those employees of the Sellers engaged in the Business and other qualified beneficiaries under COBRA with respect to such employees, who have a COBRA qualifying event (due to termination of employment with the Sellers or otherwise) prior to or in connection with the transactions contemplated by this Agreement (the "Continuees"). The Purchaser shall indemnify and hold Seller harmless from any and all damages, liabilities, claims or expenses incurred by the Seller as a result of the failure of the Purchaser to comply with any of the requirements of COBRA, including applicable notice requirements. (f) No provision of this Section 5.13 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Disclosure Schedule, (i) none of the Business Employees is, Seller or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of its subsidiaries in respect of continued employment (or resumed employment) with either the Business Employees pending orBusiness, the Purchaser any of its Affiliates and no provision of this Section 5.13 shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any of Seller's Plans or any plan or arrangement which may be established by the Purchaser or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Knowledge Closing Date any such plans or arrangements of the Sellers, threatened against the Sellers Purchaser or any of its Affiliates. (g) Purchaser shall assume all responsibilities and no such proceeding has been initiated or, take all action necessary to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsobtain any required H-1 Visas for any Purchaser Hires.

Employment Matters. (a) The Sellers have provided Schedule 4.14(a) lists the name, position, annual compensation and office location of each of Sellers’ employees, independent contractors or consultants providing services to the Buyer a complete Business to whom Purchaser will make employment offers (the “Business Employees”). Purchaser will make employment offers to all Business Employees, other than the Key Employees (as defined below), on terms and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payableconditions substantially similar to Purchaser’s existing employees. At least sixty (60) days prior to the applicable Closing, the Sellers will Purchaser shall provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily who accepts Purchaser’s offer of employment with severance benefits in accordance with Purchaser’s severance policies as in effect from time to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentencetime, and shall give such Business Employee credit, for such purpose, for such Business Employee’s period of employment by Sellers with the same effect as if such Business Employee had been employed by Purchaser for such period. Sellers shall not terminate the employment of any Business Employee as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, nor shall Sellers take any action that would impede, interfere or otherwise compete with Purchaser’s effort to retain any Business Employee. Nothing contained in this Agreement, however, shall preclude or limit Purchaser from changing the employment conditions of any Business Employee in the normal and ordinary course personnel turnover, certain individuals who are identified as of business or terminating any Business Employees in connection with Employee. The foregoing does not constitute a commitment to continue the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach employment of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily of Sellers, or to the portion provide any Business Employee of the Business being transferred at such Closing, data relating to the amount Sellers with any specified level of sick and vacation leave that is accrued but unused as of such Closingcompensation or benefits. (b) Except Schedule 4.14(b) identifies certain of Sellers’ employees who are designated as set forth key employees under this Agreement (the “Key Employees”). Each Key Employee shall be offered employment by Purchaser after the Closing pursuant to offer letters in substantially the form previously discussed by Purchaser and Sellers (the “Key Employee Terms”). (c) Certain of Sellers employees identified on Section 3.13(bSchedule 4.14(c) of who are not Business Employees shall participate in a transition plan for a mutually agreed time, during which time such employees shall support the Disclosure Schedule, (i) none transition of the Business Employees isto Purchaser following the Closing (the “Transition Staff”). The Transition Staff shall continue to be employed by Sellers (unless employment is terminated by such Transition Staff employee), and all employment, severance and Plan-related obligations for such employees shall remain obligations of Sellers. Sellers shall not take any action that would impede, interfere or otherwise compete with Purchaser’s effort to offer employment to any Transition Staff if it so elects not later than 15 days before the expiration of such employee’s transitional period of service. The Transition Staff, the transition services, the fees and expenses to be paid by Purchaser for transition services and the time period during which such employees will provide transition support to the past two Business are described in Schedule 4.14(c). (2d) years has beenCanadian Parent shall provide certain location services to Purchaser to assist it in establishing a presence in Calgary. For a period of three months following the Closing, represented by a union, labor organization or group Canadian Parent shall provide office space and office facilities (collectively, a the “UnionOffice Space and Facilities”) that was either voluntarily recognized or certified for any Business Employee in Calgary at no cost to Purchaser. After the initial three month period, for up to five additional months, Canadian Parent will provide Office Space and Facilities to Purchaser at a rate of $500 per employee, per month, such cost to be invoiced by any labor relations board; (ii) none Canadian Parent, and paid by Purchaser, on a monthly basis. At Purchaser’s request, Canadian Parent agrees to use commercially reasonable efforts to assist Purchaser in securing independent internet services for its Calgary-based employees, with the cost of the Business Employees is, or during the past two (2) years has been, a signatory such services to or bound be paid directly by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsPurchaser.

Employment Matters. (a) The Sellers have provided Shaw shall, or shall cause its Subsidiaries to, as applicable: (i) deliver to the Buyer a complete and accurate list each of the following information as Shaw Transferring Employees and Freedom Transferring Employees a notice of the date of this Agreement for each transfer to an affiliate at least five Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Days prior to the applicable Closinganticipated Closing Date (which notice shall be in a form acceptable to Rogers and the Purchaser, each acting reasonably), and (ii) use its commercially reasonable efforts to transfer such Shaw Transferring Employees and Freedom Transferring Employees to Freedom or Shaw (or a Subsidiary of Shaw other than Freedom or FMDI), as applicable, at least one Business Day prior to Closing (the Sellers will provide “Transfer Date”), and not in any way attempt to discourage any of the Shaw Transferring Employees from accepting such transfer, on terms and conditions of employment which are substantially similar in the aggregate to the Buyer the following information as terms and conditions of employment under which such employees were employed by Shaw or any of its Subsidiaries immediately prior to such Closing transfer, and otherwise in a manner acceptable to Rogers and the Purchaser, each acting reasonably (such transfers, the “Employee Transfers”). Concurrently with such Employee Transfers, Shaw shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to assign or transfer, to the extent that assignable or transferable, any written employment and/or restrictive covenant agreements between Shaw or any of its Subsidiaries and any such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable Shaw Transferring Employee or Freedom Transferring Employee to the extent employer of such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily employee after giving effect to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingTransfers. (b) Except Notwithstanding the foregoing, if any Shaw Transferring Employee is inactive by reason of disability on the Transfer Date, such Shaw Transferring Employee’s employment shall only be transferred to Freedom when such employee is capable of returning to work and actually returns to work on a scheduled return date that is not more than one year following the Closing Date. (c) The Parties acknowledge and agree that (i) no consent from the Purchaser hereunder shall be required in connection with effecting the Employee Transfers in accordance with the provisions of this Section 4.9, and (ii) nothing herein shall be deemed to restrict, prohibit or otherwise impair the Seller Parties’ or Freedom’s ability to consummate the Employee Transfers. (d) [Redacted – commercially sensitive information]. (e) [Redacted – commercially sensitive information]. (f) From and after the transfer of each Freedom Transferring Employees to Shaw or its Subsidiary, as applicable, Shaw or such Subsidiary, as applicable, shall assume and become liable for all obligations relating to the employment or termination of employment of such Freedom Transferring Employee, whether arising prior to, on or after the Closing Date. The Seller Parties shall indemnify the Purchaser and its affiliates in respect of any and all Losses incurred or sustained by, or imposed upon, them based upon, arising out of, or by reason of the employment or termination of employment of each such Freedom Transferring Employee. (g) The Purchaser agrees to continue the employment (or to cause Freedom to continue the employment) of the Freedom Employees ([Redacted – commercially sensitive information]) on substantially similar terms and conditions of employment in the aggregate as the terms and conditions which applied to them immediately prior to Closing. Without limiting the generality of the foregoing, the Purchaser agrees to maintain in effect the severance practices set forth on Section 3.13(bin Schedule 4.9(e) of the Disclosure ScheduleLetter for Freedom Employees for a period of no less than one year following the Closing Date. (h) Notwithstanding anything in this Agreement to the contrary, this Section 4.9 shall not give any Freedom Employee any right to continued employment or impair in any way the right of Freedom to terminate the employment or modify the terms and conditions of employment of any Freedom Employee after the Closing Date, provided that the Purchaser acknowledges and agrees that Freedom will be solely liable for any constructive dismissal liability in connection with any changes to the terms and conditions of employment of any Freedom Employee implemented by Freedom after the Closing Date. (i) none The provisions of this Section 4.9 are solely for the benefit of the Business Employees isParties, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions Freedom Employee or any other individual associated therewith shall be regarded for representation any purposes as a third party beneficiary of this Agreement or have been filed or, the right to enforce the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsprovisions thereof.

Employment Matters. (a) The Sellers have Buyer agrees to offer employment effective immediately after the Closing Date to all employees of Seller, other than any persons not actively involved in the Business or employees identified by Buyer (in its sole discretion) on a written list provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At Seller at least sixty two (602) business days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers“Excluded Employees”). The parties agree employment offers made by Buyer will take the form of a written offer letter requiring employee responses, and any employee accepting such offer will be required to acknowledge that, due to the timing his or her voluntary resignation from Seller as of the deliveries contemplated Closing Date. Nothing in this Section 4.8 shall be construed to provide a guarantee of continued employment to any of the Seller’s employees who become employed by the preceding sentenceBuyer, and as a result of ordinary course personnel turnoverBuyer reserves the right to amend, certain individuals who are identified as Business Employees modify, or terminate any employee benefit plans from time to time in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingits sole discretion. (b) Except Subject to acceptance of employment with Buyer, all employees (other than Excluded Employees) shall cease to be employees of Seller effective on the date they commence employment with Buyer. With respect to employees of Seller who accept employment with Buyer, promptly following their commencement of employment with Buyer Seller will pay each such person all accrued wage, salary, commission, bonus and other employee compensation payments for all periods prior to the Closing Date to which such person is entitled. In addition, Seller will pay or provide for all other employee benefits maintained by Seller for all periods prior to the Closing Date other than vacation accruals, which shall be assumed by Buyer (and reflected on the Closing Balance Sheet), all in accordance with applicable Law. (c) Seller shall be responsible for payment of any severance amounts to which any Excluded Employee is entitled under Seller’s severance pay plan in effect on the Closing Date. (d) Buyer and the buying group (as set forth on defined in Treasury Regulation Section 3.13(b54.4980B-9, Q&A-3(b)) of which it is a part (the "Buying Group") shall be solely responsible for providing continuation coverage (and giving any required notices related thereto) pursuant to (i) Section 4980B(f) of the Disclosure ScheduleCode, Part 6 of Subtitle B of Title I of ERISA and similar state law to those individuals who are M&A qualified beneficiaries (ias defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any transactions contemplated by this Agreement (collectively, the "M&A Qualified Beneficiaries"), and (ii) Title III of the Business Employees American Recovery and no such petitions for representation have been filed orReinvestment Act of 2009 (as amended and extended), including all guidance promulgated thereunder, to the Knowledge extent applicable with respect to the M&A Qualified Beneficiaries. With respect to each Employee Benefit Plan that is a group health plan, Seller shall provide to Buyer prior to the Closing Date a list of the Sellersnames and contact information for each individual who: (i) is currently receiving continuation coverage, threatened (ii) is eligible to receive continuation coverage and with respect to whom the election period (as defined in the past two (2Section 4980B(f)(5) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding Code) has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketingnot expired, or work stoppage involving (iii) will otherwise be an M&A Qualified Beneficiary in connection with the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearstransactions contemplated by this Agreement.

Employment Matters. (a) The Sellers have provided Seller represents and warrants to Purchaser that the Buyer a complete and accurate list Personnel List identifies all Seller Personnel currently employed by Seller in connection with the operation of the following information Business. As soon as of practicable after the date of this Agreement for each Business Employee: employer; job title; location; date Agreement, Purchaser and Seller shall mutually agree upon the timing and method of hiring; date formally contacting the current Seller Personnel (including the form of commencement of employment; and current compensation paid or payableany written communications) regarding the transactions contemplated by this Agreement. At least sixty (60) days Subject to the procedures established pursuant to the immediately preceding sentence, Purchaser shall have the right, prior to the applicable Closing, to contact such Seller Personnel, as Purchaser deems appropriate in its discretion, for the Sellers will provide purpose of making offers of employment with Purchaser effective as of the Closing on terms and conditions of employment determined by Purchaser and receiving written acceptances of such employment (in each case contingent upon the occurrence of the Closing and the consummation of the transactions contemplated by this Agreement). Purchaser shall offer employment at the Closing, on a full-time or transitional basis, to all employees of Seller other than the Non-Transferred Employees listed on Schedule 3.30. Any Seller Personnel, other than any Transitional Employees, who receives and accepts an offer of employment from Purchaser is hereinafter referred to as a “Transferred Employee.” At the Closing, Seller shall terminate each Transferred Employee and Transitional Employee and Purchaser’s offers of employment shall become effective immediately upon such termination by Seller. Purchaser shall give each Transferred Employee credit for his or her years of most recent continuous service with Seller for purposes of determining participation in, and benefit levels under, all of Purchaser’s vacation policies and benefit plans and programs (other than stock-based or similar equity incentive plans). Any Seller Personnel who does not become an employee of the Purchaser shall remain an employee of the Seller. Purchaser shall not be liable for any employees who do not become employed by Purchaser, except that Purchaser shall be responsible for payment of severance to Transitional Employees upon termination of their employment by Purchaser. Purchaser shall have no obligation with respect to, and Seller shall remain fully responsible for, all amounts (including, without limitation, any severance payments) owing to any Seller Personnel who do not become Transferred Employees or Transitional Employees (the “Non-Transferred Employees”); provided, however, that severance payments owing to those Non-Transferred Employees identified on Schedule 3.30 who are terminated by Seller on the Closing Date and amounts owed for accrued but unpaid paid time off vacation to Transitional Employees identified on Schedule 3.30 whose employment is terminated by Seller may be paid by Seller out of its cash balances prior to the Buyer the following information as of immediately prior to such Closing (Closing; provided, further, that, to the extent that such information can be generated at least sixty (60) days the severance amount paid by Seller to any Non-Transferred Employee prior to such the Closing and as early prior exceeds the severance amount with respect to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closingindividual on Schedule 3.30, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to Cash Purchase Price shall be reduced by the amount of sick and vacation leave that is accrued but unused as such excess on a dollar for dollar basis. Purchaser shall not be deemed to be a successor employer with respect to the employment of any Transferred Employee or Transitional Employee with respect to any benefit plans maintained by Seller for the benefit of such ClosingTransferred Employee or Transitional Employee. Nothing contained in this Agreement shall confer upon any Transferred Employee or Transitional Employee any right with respect to employment by Purchaser, nor shall anything herein interfere with the right of Purchaser, following any employment of any Transferred Employee or Transitional Employee, to terminate the employment of such Transferred Employee or Transitional Employee at any time, with or without cause, or restrict Purchaser in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of any such Transferred Employee or Transitional Employee. For avoidance of doubt, nothing in this Agreement shall create a contract of employment or alters the at will status of any employee hired by Purchaser. (b) Except The offer of employment of each Transferred Employee shall expressly provide that (i) any accrued paid time off balances owing to such individual by Seller shall be carried over by Purchaser as an Assumed Liability (“Transferred Paid Time Off”), (ii) such individual will be eligible for Purchaser’s paid time off program (it being understood that Transferred Employees may accrue paid time off under Purchaser’s paid time off program until December 31, 2004 (“Accrued Paid Time Off”); however, beginning January 1, 2005, Transferred Employees may only accrue additional paid time off under Purchaser’s paid time off program to the extent that the balance of their Transferred Paid Time Off and Accrued Paid Time Off does not exceed Purchaser’s paid time off accrual limitations), and (iii) such individual is waiving his or her right to payment of accrued paid time off upon termination by Seller at Closing and releasing Seller (and its officers and directors) from any wage liability in connection with Purchaser’s agreement to carry over such accrual in lieu of Seller’s payment thereof at Closing. (c) The bonus amounts due and owing to certain Seller Personnel set forth on Section 3.13(b) Schedule 3.30 may be paid by Seller out of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) its cash balances prior to the Knowledge of Closing; provided, however, that, to the Sellers, there are no currently filed petitions for representation extent the bonus amount paid prior to the Closing by Seller to any Seller Personnel exceeds the amount set forth or calculated with respect to such individual in accordance with Schedule 3.30, the formation Cash Purchase Price shall be reduced by the amount of such excess on a collective bargaining unit involving any dollar for dollar basis. Seller represents and warrants that the bonus(es) shall be paid only to the extent accrued in accordance with the terms of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened bonus plan or arrangement in the past two ordinary course of business. (2d) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, All amounts paid pursuant to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, this Section 5.8 in accordance with Schedule 3.30 shall be subject to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsapplicable tax withholdings.

Employment Matters. (a) The Sellers have With respect to the Employees, the Purchaser agrees: (i) for the 12 month period following the Closing Date, to provide (x) annual base salary or base wages, and cash incentive compensation opportunities that are no less favorable than the amount of such annual base salary or base wages and cash incentive compensation opportunities (excluding change in control, retention or any similar arrangements) provided to the Buyer a complete Employees immediately prior to the Closing Date (it being understood that, as it relates to sales Employees, sales quotas/targets for 2013 may be set or adjusted in the Purchaser’s discretion), and accurate list (y) employee benefits that are substantially comparable in the aggregate as to those provided to similarly situated employees of Purchaser; (ii) for the calendar year including the Closing Date, to waive any limitations regarding pre-existing conditions, exclusions and waiting periods under any plan that provides for medical benefits maintained by the Purchaser or any of their Affiliates for the benefit of such Employee to the extent waived or satisfied under the applicable corresponding Company Benefit Plan or Seller Benefit Plan; (iii) for all purposes under all benefit plans of the Purchaser or its Affiliates, including, but not limited to, any plan that provides for vacation, paid-time-off or severance benefits, in which such Employee is eligible to participate, to treat all service by the Employee provided to the Company before the Closing Date as service provided to the Company, the Purchaser and their Affiliates, excluding benefit accruals under defined benefit pension plans and (iv) to recognize any unused sick, vacation or personal leave days that such Employee has accrued as of the Closing Date for purposes of the vacation plan or policies of the Purchaser or its Affiliates. (b) Without limiting the scope of Section 5.14(a), should the employment of any Employee be terminated during the 12 month period following information the Closing (i) by the Purchaser or its Affiliates, or (ii) by the Employee on account of a relocation without consent of his or her principal place of employment to a location that increases his or her commuting distance by 50 miles or more, or on account of a change in his or her position such that it is no longer comparable to the position held immediately prior to the Closing, the Purchaser shall provide such Employee severance payments and benefits in an amount no less than that to which the Employee would have been entitled pursuant to the terms of the severance pay plan applicable to such employee immediately prior to the Closing (taking into account both pre-Closing and post-Closing service performed by such Employee, and without regard to the ability of the plan administrator thereunder to reduce the severance levels). (c) On or immediately prior to the Closing Date, Seller shall, or shall cause any applicable Subsidiary of Seller or other Affiliate of Seller to, fully vest the unvested account balances of the Employees who participated in The New York Times Companies Pension Plan and The New York Times Company Savings Restoration Plan as of immediately prior to the Closing. As soon as practicable after the Closing, the Purchaser shall cause to be maintained for the benefit of the Employees a defined contribution plan intended to be qualified under Section 401(a) of the Code which includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Purchaser’s 401(k) Plan”). As soon as practicable thereafter, and if requested by an Employee, the Seller or one of its Affiliates shall take all actions necessary to initiate a transfer of eligible rollover distributions as defined in section 401(a)(31) of the Code, from the tax-qualified 401(k) plan maintained by the Seller or its Affiliates in which the Employees participate, to the Purchaser’s 401(k) Plan, and the Purchaser shall cause its 401(k) Plan to accept such rollover. Individual account balances shall be valued as of the date of this Agreement for each Business Employee: employer; job title; location; date transfer, and the transfer shall be in cash, except that outstanding loan balances shall be transferred in the form of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation notes or other paid time off policy of documentation evidencing such loans. (d) As soon as practicable after the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies accordance with the terms of the Transition Services Agreement, the Purchaser shall cause the Company to be responsible for all health, disability and workers’ compensation claims in any information delivered pursuant respect of the Employees or former employees of the Company (or their beneficiaries and dependents) that would otherwise be covered under a Seller Benefit Plan, Company Benefit Plan or a workers’ compensation policy of the Seller or its Affiliates. The Purchaser shall also cause the Company to this Section 3.13(a) be considered a breach of any responsible for the provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion “COBRA” coverage under part 6 of the Business being transferred at such Closing, data relating to the amount Title I of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation ERISA with respect to the formation Employees or former employees of a collective bargaining unit involving the Company (or their beneficiaries and dependents), regardless of when the “qualifying event” occurred. (e) No provision of this Agreement is intended to or will create any third party beneficiary rights to any person, including any Employee, any representative of an Employee, or any dependent of such an Employee, including, without limitation, with respect to continued employment or resumed employment, employee benefits or any other matter. (f) Neither the Purchaser nor any of the Business Employees and no such petitions for representation have been filed its Affiliates shall adopt, become a sponsoring employer of, or, except as otherwise provided in Section 5.14(d), have any liabilities or obligations with respect to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsSeller Benefit Plans.

Employment Matters. (a) The Sellers have Buyer agrees that, without Seller’s prior written consent and excepting only as expressly otherwise provided below, (a) neither Buyer nor its Affiliates shall be precluded from (i) making general solicitations to the Buyer a complete and accurate list public or industry that are not directly or indirectly targeted at such employees or (ii) hiring any such employee or contractor who (1) responds to any advertisement to the public or the industry generally that is not directly or indirectly targeted at employees of the following information Seller or any of its Affiliates, or (2) has been terminated (and not rehired) by Seller or any of its Affiliates (but excluding, for avoidance of doubt, any such Available Employee who has received severance from Seller or its Affiliates in connection with such termination). In the event that Buyer or its Affiliates breach their covenant set forth in the preceding sentence, as liquidated damages, Buyer shall reimburse Seller or its Affiliate, as the case may be, for any severance benefits paid by Seller or its Affiliate, as the case may be, to such Available Employee pursuant to a written severance arrangement in effect on the date hereof. (b) Buyer or its Affiliates, in its and their sole discretion, may make offers of employment to those certain of the Seller’s or Seller’s Affiliates’ employees whose identity is communicated in a notice to Buyer, which notice shall be delivered by Seller to Buyer on the Execution Date and shall contain each such employee’s name, position, location, and compensation information, and whose employee identification numbers, positions, and locations are set forth on Schedule 8.10(b) (the “Available Employees”). Such offers will be at base salaries or hourly base wages, as applicable, that are no less favorable than the base salaries or hourly base wages, as applicable, of such Available Employees on the Closing Date and employee benefits that are substantially comparable in the aggregate to the employee benefits provided by Buyer or its Affiliates, as applicable, to its similarly situated employees (each such offer, a “Qualifying Offer of Employment”). From and after the date of delivery of such notice until the Closing Date, and subject to all contact and communication with such individuals being coordinated through Seller’s human resources department (which shall promptly cooperate with the reasonable requests of Buyer in respect thereof), Buyer may interview such Available Employees during normal business hours. With respect to each of the Available Employees hired by Buyer, its Affiliates, or any third party contractor on behalf of and at the request of Buyer or its Affiliates (each a “Business Employee”), whose employment with Buyer is terminated during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall provide such Business Employee with severance benefits equal in value to those that such Business Employee would have received under the EP Energy Severance Plan in effect as of the date Execution Date (the “Severance Plan”). Notwithstanding anything to the contrary contained in this Section 8.10, Buyer shall be solely responsible for any severance payments and benefits which may be payable to any Business Employees as a result of this Agreement any termination of employment that occurs following the Closing Date and Seller shall be solely responsible for any severance payments or benefits (whether under the Severance Plan or otherwise) which may be payable to any Business Employee as a result of any termination of employment that occurs or is deemed to have occurred under the Severance Plan on or prior to the Closing Date (without any action of Buyer). No later than five Days prior to the Closing Date, Seller shall provide Buyer with the aggregate amount of all severance obligations under the Severance Plan in respect of Available Employees (assuming for such purpose that each Available Employee becomes a Business Employee whose employment is terminated by Buyer on the Day after the Closing Date). (c) All Business Employees shall become employees of Buyer or its Affiliate, as applicable, as of 12:00 a.m. of the respective local time where the Business Employees are located as of the Closing Date and, at such time, Buyer or its Affiliate, as applicable, shall become responsible for payment of all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to Buyer’s or its Affiliate’s, as applicable, employment of the Business Employee accruing from and after the Closing Date. Seller or its Affiliate, as the case may be, shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities, and other obligations related to the employment of the Business Employees accruing before the Closing Date but excluding the obligations to be assumed by Buyer for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior Employee pursuant to the applicable Closingprovisions hereof. (d) All Business Employees shall cease active participation in all plans, the Sellers will provide programs and arrangements of Seller and its Affiliates relating to the Buyer the following information compensation and employee benefits as of immediately prior to the Closing Date. As of the Closing Date, such Closing (Business Employee shall be permitted to participate in the plans, programs, and arrangements of Buyer and its Affiliates relating to compensation and employee benefits for which he or she is eligible pursuant to the extent that such information can be generated at least sixty terms thereof (60each, a “Buyer Plan”). (e) days prior to such Closing and as early prior to such Closing as reasonably practicable to To the extent such information cannot be generated at least sixty (60) days prior any Business Employees become eligible to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit participate in any Buyer Plan, for purposes of vesting and determining eligibility to participate and vesting, service with Seller or its Affiliates shall be treated as service under such Buyer Plan. Such service shall also be recognized for purposes of satisfying any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree pre-existing conditions, actively-at-work exclusions and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation waiting periods with respect to the formation of a collective bargaining unit involving any participation by and coverage of the Business Employees and no their eligible dependents in Buyer Plans, provided that such petitions credit is in compliance with the applicable legal requirements and terms of the Buyer Plans and to the extent permitted by any applicable third party insurance carrier. (f) As soon as reasonably practicable following the Closing Date, Seller shall pay, or shall cause its Affiliates to pay, to each Business Employee, in cash in a lump sum, the amount of any unused paid time off accrued by such Business Employee as of the Closing Date under Seller’s paid time off policy as in effect immediately prior to the Closing Date. Without limiting the generality of Section 8.10(e), following the Closing, each Business Employee shall be eligible to participate in Buyer’s paid time off policy in accordance with its terms and subject to its conditions, provided that Buyer shall recognize such Business Employee’s service with Seller and its Affiliates for representation all purposes under such policy, other than in respect of accrual of paid time off for the portion of the year in which the Closing occurs which precedes the Closing Date. (g) Schedule 8.10(g) sets forth the employee number of each Available Employee in respect of whom contributions have been filed ormade to any Benefit Plan that is a tax qualified contribution plan and as to which, as of the Execution Date, any amounts attributable to such contributions are unvested, and as to each such Available Employee the value of such unvested amounts. As required by applicable Law, Seller shall, or shall cause its Affiliates to, adopt such resolutions and take such other actions as are required to provide that, effective as of the Closing, each Business Employee shall be fully vested in any benefit accrued by such Business Employee under any Benefit Plan that is a tax qualified contribution plan as of the Closing, including without limitation any matching contribution made by Seller on behalf of such Business Employee under any Benefit Plan that is a tax-qualified defined contribution plan. (h) Effective as of the Closing Date, Seller shall terminate the employment of any Available Employee who is not primarily located in Houston, Texas (as indicated by the employee location set forth on Schedule 8.10(b), such employee being a “Field Employee”) and is made and does not accept a Qualifying Offer of Employment. Seller agrees that, without Buyer’s prior written consent and excepting only as expressly otherwise provided below, until one year after the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly (i) solicit for employment any employee or contractor of Buyer (excluding those who have received severance from Seller or any of its Affiliates) or any Available Employee or (ii) hire any Business Employee or rehire any Field Employee; provided that, so long as Seller has not breached its obligations under this Section 8.10(h), neither Seller nor its Affiliates shall be precluded from (1) making general solicitations to the Knowledge of public or the Sellersindustry generally that are not directly or indirectly targeted at Business Employees, threatened in the past two or (2) years; hiring any Business Employee who responds to any such general solicitation or who has been terminated (ivand not rehired) there is no unfair labor practice by Buyer or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsits Affiliates.

Employment Matters. (a) The Sellers have provided Buyer shall extend offers of employment to substantially all employees of Seller on terms and conditions substantially identical to the terms and conditions of their prior employment by Seller; provided, however, the Seller acknowledges that the Buyer a complete and accurate list shall not be required to enter into an agreement with K. Jesse Singerman which is substantially identical to the Singerman Sevxxxxxx Xxxxxxxxt. All of the following information employees who accept employxxxx xxxx Buyer on or before Closing are referred to as "Hired Employees". Seller will terminate all Hired Employees immediately prior to the Closing and any cost, expense or liability resulting from, or incurred in connection with, such terminations will be the sole responsibility of Seller; provided, however, the Buyer shall assume all vacation and sick leave, wellness benefits and paid time off accrued as of the date Closing Date with respect to such employees. Seller will cooperate with and use commercially reasonable efforts to assist Buyer in its efforts to secure satisfactory employment arrangements with those employees to whom Buyer will make offers of employment consistent with the foregoing. Nothing contained in this Agreement for each Business will confer upon any employee of Seller (whether or not such employee becomes a Hired Employee: employer) any right with respect to continuance of employment by Buyer, nor will anything in this Agreement interfere with the right of Buyer to terminate the employment of any of the Hired Employees at any time, with or without cause, or restrict Buyer in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Hired Employees; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closingprovided, the Sellers will provide to however, that the Buyer may not modify the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion terms of the Business being transferred at such Closing: service credit Employee Retention Incentives provided for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy in Section 6.17 hereof without the prior written consent of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingSeller. (b) Except as In addition to the Employee Retention Incentives provided for Section 6.17 hereof, Buyer shall assume and adopt all of the Employee Benefit Plans and related policies and procedures of Seller set forth on Section 3.13(bSchedule 4.16 hereto so that Hired Employees will initially receive the same benefits from the Buyer as they are currently receiving from the Seller; provided, however, that nothing contained herein shall prevent the Buyer from modifying any of such benefits following the Closing. (c) In light of the Disclosure Schedule, (i) none agreement of the Business Employees isBuyer contained in Section 6.7(a) to extend offers to employ substantially all of Seller's employees on terms and conditions substantially identical to the terms and conditions of their prior employment by Seller, the parties have agreed that no notification is required under the Worker Adjustment and Retraining Notification Act or during under the past two comparable provisions of applicable state law (2collectively the "Plant Closing Laws") years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none in connection with the consummation of the Business Employees istransactions contemplated hereby. However, or during the past two (2) years has been, a signatory to or bound Buyer shall provide any and all notices which may be required by a Collective Agreement and shall otherwise comply with any Union; (iii) to the Knowledge requirements of the Sellers, there are no currently filed petitions for representation Plant Closing Laws following the Closing in connection with respect to the formation termination of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought employment by or on behalf Buyer of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsHired Employees.

Employment Matters. (a) The Sellers have provided Prior to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers HP will provide offer employment to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain all individuals who are Regular Personnel and who are identified as Business Employees in connection on Schedule 7.5hereto with such employment to become effective (the deliveries "New Employment Start Time") on the first business day after the Closing Date, and to be contingent upon the consummation of the transactions contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide Symantec and HP agree to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick select a mutually agreeable payroll and vacation leave that is accrued but unused as of such Closingbenefit coverage transition date. (b) Except Symantec shall terminate each Regular Personnel, other than the seven employees listed in Section 7.5(f) below, who has accepted (which acceptance has not been withdrawn) an offer of employment extended pursuant to Section 7.5(a) above on and as of the Closing Date, such termination to be deemed effective as of 11:59 p.m. Pacific Daylight Time on the Closing Date. Symantec agrees that all such Regular Personnel will complete their workdays at the close of business on the Closing Date. HP will hire effective as of the New Employment Start Time, on an "at will" basis and subject to HP's terms, conditions and policies of employment, including without limitation those set forth on Section 3.13(b) in the offer letters from HP to each of the Disclosure ScheduleRegular Personnel, each of the Regular Personnel who are terminated by Symantec on the Closing Date pursuant to the foregoing sentence. HP reserves the right to redefine job content or position description of any employee. Nothing contained in this Section 7.5 is intended or shall be deemed to (i) none of require HP to employ such persons for any fixed or predetermined time after the Business Employees isClosing, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none confer upon any employee of the Business Employees isSymantec, past, present, or during the past two (2) years has beenfuture, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge rights of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf employment of any nature, it being understood and agreed that the provisions of the Business Employees pending orthis Section 7.5 are intended to set forth an agreement between HP and Symantec, and are not intended to the Knowledge of the Sellersbenefit any persons not party to this Agreement, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.including

Employment Matters. (a) The Sellers have provided Seller Parties shall deliver an updated Employee List to the Buyer in the event that (i) the employment with any Seller Party or any of its Affiliates of any Subject Employee is terminated, or (ii) any individual who is not listed on the Employee List becomes a complete and accurate list Subject Employee. Prior to the Closing, Buyer may, at its sole discretion, extend offers of employment to any or all of the following information as Subject Employees. All offers of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior employment to the applicable Closing, the Sellers will provide to the be made by Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) 6.8 shall be considered a breach made contingent upon and effective as of any provision the Closing. The individuals who accept such offers of this Agreement. Further, within ten (10) Business Days following employment from Buyer are hereafter collectively referred to as the applicable Closing, “Transferred Employees.” To the Sellers will provide to the extent requested by Buyer, for each Business Seller Party shall provide Buyer with reasonable access to each Subject Employee whose services relate primarily listed on the Employee List between the date hereof and the Closing Date and no Seller Party or any of its Affiliates shall directly or indirectly interfere with any attempt by Buyer to the portion make an offer of the Business being transferred at employment to any such Closing, data relating Subject Employee or otherwise take any action which might reasonably be expected to the amount cause such Subject Employee to disfavor or decline any such offer of sick and vacation leave that is accrued but unused as of such Closingemployment. (b) For the avoidance of doubt, nothing contained in this Section 6.8 shall be deemed to guarantee, or be construed as guaranteeing, employment to any particular employee for a period greater than otherwise required by any applicable Law. Except as set forth on provided otherwise in this Section 3.13(b6.8 or as required by applicable Law, the terms of the Transferred Employees’ employment shall be upon such terms and conditions as the Buyer, in its sole discretion, shall determine. (c) No provision of this Section 6.8 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Disclosure Schedule, (i) none of the Business Employees is, any Seller Party or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending orits Affiliates in respect of continued employment (or resumed employment) with Buyer or any of its Affiliates, to the Knowledge of the Sellers, threatened against the Sellers and no provision of this Section 6.8 shall create any such proceeding has been initiated orrights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Employee Benefit Plan or any plan or arrangement which may be established by Buyer or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Knowledge Closing Date any such plans or arrangements of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, Buyer or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge any of the Sellers, has been threatened in the past two (2) yearsits Affiliates.

Employment Matters. (a) The Sellers have Seller shall promptly update the information required to be provided under Section 5.15 hereof to reflect any and all employment or service hirings or terminations occurring prior to the Closing Date, with the final such update to occur no later than five (5) Business Days prior to the Closing Date (it being understood that the Seller will inform the Buyer a complete and accurate list in writing of the termination of employment or services of a Business Employee or Business Service Provider following the date hereof). (b) The Seller shall provide the Buyer, upon execution of this Agreement, with access to the Business Employees at times and in a manner reasonably acceptable to the Seller, and with information reasonably requested by the Buyer with respect to compensation and benefits of the Business Employees. The Buyer or one of its Affiliates shall offer employment to all Business Employees (the “Offered Employees”). Subject to the second to last sentence of paragraph (c), below, all Offered Employees who (A) accept the offer of employment from Buyer or one of its Affiliates and (B) commence employment with the Buyer or one of its Affiliates as of immediately following the Closing shall be referred to herein as the “Transferred Employees.” Unless a written acceptance of an offer of employment is required by applicable Law, an Offered Employee who is actively at work with the Buyer or one of its Affiliate as of the date Closing Date and continues employment shall be deemed to have accepted the offer of this Agreement for each Business Employee: employer; job title; location; date employment from Buyer or one of hiring; date of commencement its Affiliates, unless such Offered Employee specifically declines such offer of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide The Seller shall make available to the Buyer the services of certain non-Business Employees for a period of time following information the Closing Date as set forth in the Transition Services Agreement. (c) The employment of each Transferred Employee with the Buyer or one of its Affiliates shall commence immediately upon the Closing and shall be deemed, for all purposes, consistent with applicable Law and except for purposes of Business Benefit Plans and as otherwise expressly provided herein, to have occurred with no interruption or break in service and no termination of employment; provided, however, that any Inactive Employee shall not be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, the Buyer and its Affiliates shall only be responsible for Liabilities relating to the Inactive Employee from and after the date such Inactive Employee becomes a Transferred Employee. The employment of any Inactive Employee with the Buyer or one of its Affiliates, as applicable, shall be effective upon his or her return to active work with the Buyer, provided that the Inactive Employee reports to work with the Buyer or one of its Affiliates, as applicable, within fifteen (15) days after the end of any such approved leave and in no event later than one hundred eighty (180) days following the Closing Date, or such longer period if required by applicable Law, and, as of such date, such Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by the Buyer or is otherwise inconsistent with any collective bargaining agreement entered into by the Buyer with the recognized or certified bargaining representatives of the Transferred Employees. (d) The Seller shall terminate, or shall cause to be terminated, the employment of all Transferred Employees effective as of the Closing or, with respect to any Inactive Employee who becomes a Transferred Employee after the Closing Date in accordance with Section 7.15(c), upon the earlier of (i) their return to active work with the Buyer or one of its Affiliates, as applicable, (ii) fifteen (15) days after the end of the Inactive Employee’s approved leave with the Seller, or (iii) one hundred eighty (180) days following the Closing Date. The Seller shall maintain each Inactive Employee’s participation in the Business Benefit Plans in accordance with the terms of such plans as presently in effect or as otherwise required by applicable Law. Subject to, and effective as of, the Closing, the Seller hereby waives and releases each of the Transferred Employees from any and all contractual, common law or other restrictions enforceable by the Seller and its Affiliates on the employment, activities or other conduct of such individuals after their termination of employment with Seller except with respect to obligations related to confidentiality and trade secrets. Prior to the Closing Date, and to the extent necessary to implement this sentence, the Seller shall cause to be taken all actions as may be reasonably required to amend any Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that severance or separation payments shall not be payable to any Transferred Employee on account of such employee’s termination of employment with the Seller and its Affiliates. With respect to the Wausau Paper Corp. Savings and Investment Plan, the Closing of the Contemplated Transactions shall be deemed a distribution event by the administrator of such plan. (e) Pursuant to the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320, (i) the Buyer and the Seller shall report on a predecessor/successor basis as set forth therein, (ii) the Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees, and (iii) the Buyer will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Buyer that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by the Seller and its Affiliates. (f) Effective immediately prior to the Closing (or effective as of immediately prior to the transfer date set forth in Section 7.15(c) with respect to any Inactive Employee), the Seller shall take all actions necessary with respect to Seller Benefit Plans in order to avoid any actual or contingent liability to the Transferred Business, the Buyer and its Affiliates with respect to Transferred Employees’ participation, or withdrawal from participation, in any such plans. (g) The Buyer or the Buyer’s employee benefit plans shall be responsible for all health and welfare claims incurred after the Closing Date by the Transferred Employees and their eligible dependents. Buyer will use its commercially reasonable efforts to put in place its health and welfare plans promptly after the date hereof but shall have the right to defer the Closing Date in order to implement such plans if despite such efforts such plans are not in place by the time the Closing Date would have otherwise occurred. The Seller, its Affiliates and/or the Seller Benefit Plans shall be responsible for all health and welfare claims incurred on or prior to the Closing Date by the Transferred Employees and their eligible dependents, provided that such claims are submitted within the timeframes required by the respective plans. For this purpose, claims for health benefits shall be considered to be incurred when the services related to such claims were provided, and such claims for other welfare benefits shall be considered to be incurred when the date of disability, injury or loss, as applicable, occurred. (h) The Buyer shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred after the Closing Date. The Seller and its Affiliates shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred prior to the Closing Date. (i) The Seller shall pay, or cause to be paid, to the Transferred Employees any Pre-2012 Accrued Vacation due as of the last day of such Transferred Employee’s employment with the Seller or its applicable Affiliates under the applicable vacation or paid time-off policy of the Seller or its applicable Affiliate. Buyer shall honor any Accrued Vacation of any Transferred Employee in accordance with the applicable vacation policy of the Seller or any of its Affiliates (as in effect immediately prior to the Closing Date) and consistent with the Seller’s or such Affiliate’s past practice; provided, however, that no Transferred Employee shall be allowed to carry forward any unused vacation time beyond calendar year 2013 unless allowed under the Buyer’s vacation policy. (j) Effective as of the Closing Date, the Seller shall, or shall cause, each Transferred Employee who was participating immediately prior to the Closing Date in any qualified pension or savings plan or other defined benefit or defined contribution plan of the Seller or any of its Affiliates to be fully vested in his or her account as accrued as of the Closing Date, if and to the extent not yet fully vested. (k) With respect to any Transferred Employee who is rehired by the Seller or an Affiliate of the Seller after being terminated by the Buyer (as permitted by Section 7.4(b)), the Buyer hereby waives and releases each such Transferred Employee from any and all contractual, common law, or other restrictions enforceable by the Buyer on the employment, activities, or other conduct of such individuals after their termination of employment with the Buyer, except with respect to obligations related to confidentiality and trade secrets. (l) Effective as of the Closing, Buyer shall establish flexible spending accounts for health and dependent care expenses, and shall credit such accounts with the amount credited as of the Closing Date under Seller Parent’s flexible benefits plan with respect to Transferred Employees (“Seller’s Cafeteria Plan”) to Buyer’s flexible benefit plan. As soon as practicable after the Closing Date, (i) Seller shall pay to Buyer in cash the amount, if any, by which aggregate contributions made to accounts under Seller’s Cafeteria Plan since the first day of the current plan year exceeded the aggregate benefits provided as of the Closing Date, or (ii) Buyer shall pay to Seller in cash the amount, if any, by which aggregate benefits provided from accounts under Seller’s Cafeteria Plan for the current plan year exceeded the aggregate contributions made from the first day of the current plan year through the Closing Date. (m) Seller Parent will amend its retiree health plan to treat the termination of a Business Employee’s employment with Seller at the Closing as a “retirement” for purposes of the retiree health plan; provided, further, that, with respect to any Business Employee covered by a collective bargaining agreement, the foregoing obligation shall be required only to the extent provided for in the applicable collective bargaining agreement. (n) With respect to any employee benefit plan maintained by the Buyer or an Affiliate of Buyer for the benefit of any Transferred Employee, effective as of the Closing Date (or the transfer date set forth in Section 7.15(c) with respect to any Inactive Employee), Buyer shall, or shall cause its Affiliate to, recognize all service of the Transferred Employees with Seller and its Affiliates immediately prior to the Closing Date (or the transfer date set forth in Section 7.15(c) with respect to any Inactive Employee), as if such service were with Buyer, for vesting, eligibility, and accrual purposes (but not for benefit accruals under any defined benefit pension plan, any retiree medical or other post-retirement welfare plan or benefits); provided, however, that such service shall not be recognized to the extent that (x) such information can be generated at least sixty recognition would result in a duplication of benefits or (60y) days such service was not recognized under the corresponding Business Benefit Plan. Notwithstanding the foregoing, if a medical charge is billed on a diagnostic related group (DRG) pricing basis for continuous treatment of a medical condition that commenced prior to the Closing Date and continued through or after the Closing Date, such Closing charge will be prorated between the Seller and as early the Buyer based on the total amount of time of such continuous treatment for which the DRG charge is made. (o) The Seller and its Affiliates shall be liable for any Liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees, costs and expenses) relating to or arising from any Retained Employee Liabilities. (p) The parties agree that neither the Buyer nor any of its Affiliates is a successor employer, by contract or otherwise, to any collective bargaining agreement covering Business Employees (or any predecessor agreements). Further, the Buyer and its Affiliates are specifically not adopting, succeeding to, continuing to maintain, and are not responsible for and not obligated to fund or provide, any defined benefit pension plan, any 401(k) retirement saving plan, any active health plan, any retiree health plan, any health reimbursement arrangement or any other plan or benefit which was provided or available under any collective bargaining agreement covering Business Employees (or any predecessor agreements). (q) The Seller shall use commercially reasonable efforts to eliminate, prior to the Closing, all outstanding grievances from unions covering the Business Employees and from employees represented by such Closing unions or in connection with any other union organization efforts, and shall consult with the Buyer and inform the Buyer of any status updates respecting same. (r) Unless the Seller’s, Seller Parent’s, or Wausau Paper Corp. Employee Benefits Committee’s use and disclosure of the information requested by the Buyer would be prohibited or restricted by the Health Insurance Portability and Accountability Act of 1996, as reasonably practicable amended, or any other applicable privacy laws, prior to the extent such information cannot Closing, the Seller Parent and the Seller shall provide, or cause to be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily provided to the portion Buyer, on a timely basis, all pertinent and requisite information reasonably requested by Buyer to effect the transactions contemplated by this Section 7.15 and to facilitate the transition of employment of the Business being transferred at such Closing: service credit Transferred Employees with the Buyer, including, without limitation, any information and/or commercially reasonable access to the Transferred Employees required by the Buyer to establish a deferred compensation plan intended to be qualified under Sections 401(a) and 501(a) of the Code for purposes the benefit of vesting and eligibility to participate under the Transferred Employees. (s) Nothing herein, express or implied, shall confer upon any Employee Plan confer upon any other Persons (including any vacation current or former employee of the Seller, the Buyer or any of their respective Affiliates) any rights or remedies hereunder, including any right to employment or continued employment for any specified period or continued participation in any Business Benefit Plan or other paid time off policy of the Sellers). The parties agree and acknowledge thatBenefit Plan, due to the timing of the deliveries contemplated or any nature or kind whatsoever under or by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision reason of this Agreement. Further, within ten (10) Business Days following Nothing herein restricts or precludes the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion right of the Business being transferred at such ClosingBuyer to terminate the employment of any Transferred Employee. The Buyer and the Seller agree that the provisions contained herein are not intended to be for the benefit of or otherwise be enforceable by, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) any third party, including any current or former employee of the Disclosure Schedule, (i) none of the Business Employees is, Seller or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsits Affiliates.

Employment Matters. (a) The Sellers have provided To Sellers’ Knowledge, Sellers’ relations with their employees are good and assuming, prior to the Closing, Buyer a complete and accurate list offers employment to Sellers’ employees on substantially the same terms in the aggregate as currently in effect, no Seller has any reasonable basis to believe that the consummation of the following information transactions contemplated by this Agreement would reasonably be expected to have a Material Adverse Effect on relations with Sellers’ employees. (b) Sellers are in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours. (c) Sellers are not engaged in any unfair labor practice or other unlawful employment practice. Except as disclosed on Schedule 5.9(c), there are no unfair labor practice charges or other employee-related complaints or claims against Sellers pending or, to Sellers’ Knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Review Commission, the Department of Labor or any other Governmental Authority by or concerning the employees, independent contractors or consultants of Sellers, that if decided adversely would reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 5.9(c), for the three (3) year period prior to the date of this Agreement for each Business Employee: employer; job title; location; date Agreement, Sellers have not (i) been notified in writing by any Governmental Authority of hiring; date any alleged violation by Sellers of commencement applicable law that remains unresolved respecting employment, employment practices or terms and conditions of employment; and current compensation paid , or payable. At least sixty (60ii) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion received any written notice of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach intent of any provision Government Authority to conduct an investigation of this Agreement. FurtherSellers and, within ten (10) Business Days following the applicable Closingto Sellers’ Knowledge, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at no such Closing, data relating to the amount of sick and vacation leave that investigation is accrued but unused as of such Closingin progress. (bd) Except as set forth on Section 3.13(b) of the Disclosure ScheduleSchedule 5.9(d), Sellers are not (i) none party to any Collective Bargaining Agreement, (ii) currently negotiating any Collective Bargaining Agreement, or (iii) obligated to negotiate any Collective Bargaining Agreement. As related to Sellers and the Business, as of the Business Employees is, or during the past two date hereof (2x) years has been, represented by a union, no labor organization or group of Sellers’ employees has made a pending demand to Sellers for recognition or certification, (collectivelyy) there are no existing organization drives, and (z) there are and have been no representation or certification proceedings, or petitions seeking a “Union”) that was either voluntarily recognized representation proceeding, with the National Labor Relations Board or certified by any other labor relations board; tribunal or authority, nor have any such demands, proceedings or petitions been brought, or to Sellers’ Knowledge, threatened to be brought, within the past three (ii3) none years. (e) As of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellersdate hereof, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed orstrikes, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice slowdowns or labor arbitration proceeding brought by or on behalf of any of the Business Employees work stoppages pending or, to the Knowledge of the Sellers’ Knowledge, threatened against the Sellers and no with respect to Sellers’ employees, nor has any such proceeding has been initiated strike, slowdown or work stoppage occurred or, to Sellers’ Knowledge, been threatened within three (3) years prior to the Knowledge date hereof. As of the Sellersdate hereof, threatened in the past two (2) years; and (v) there are no material arbitrations, grievances or other labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress disputes pending or, to Sellers’ Knowledge, threatened with respect to Sellers’ employees. (f) Except as disclosed in writing to Buyer on the Knowledge date hereof, Sellers have not promised any of their management or other employees that any of such persons will be employed or engaged by Buyer or its Affiliates subsequent to the date hereof or the Closing Date. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or other violation of any Collective Bargaining Agreement, employment agreement, consulting agreement or other labor-related agreement to which any Seller is a party. (g) All material levies, assessments and penalties made against Sellers pursuant to all applicable workers compensation legislation as of the date hereof have been paid by Sellers, has and Sellers have not been threatened in the past two (2) yearsreassessed under any such legislation.

Employment Matters. (a) The Sellers have provided to Unless Parent directs the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Company otherwise in writing no later than one business day prior to the applicable ClosingEffective Time, the Sellers will provide Company Board of Directors shall adopt resolutions terminating, effective at least one day prior to the Buyer Effective Time, any Company Plan qualified under Section 401(a) of the following information as of immediately prior to such Closing Code and containing a Code Section 401(k) cash or deferred arrangement (each, a “401(k) Plan”). Prior to the extent that Effective Time, the Company shall provide Parent with executed resolutions of its Board of Directors authorizing such information can be generated at least sixty (60) days prior to termination, in a form reasonably approved by Parent. The Company shall also take such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion other reasonable actions in furtherance of the Business being transferred at such Closing: service credit for purposes termination of vesting and eligibility to participate under any Employee each 401(k) Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence Parent may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingreasonably require. (b) Except The parties acknowledge that the transactions contemplated under this Agreement shall not, by themselves, constitute a termination of employment of any employee of the Company. (c) If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) with respect to the Company or PocketGear may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall obtain and deliver to Parent a Parachute Payment Waiver from each such “disqualified individual”; and (b) as set forth on soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Parent, the Company shall prepare and distribute to its stockholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to its shareholders for approval, in each case, in accordance with the requirements of Section 3.13(b280G(b)(5)(B) of the Disclosure ScheduleCode and the Department of Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of the stockholders, such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to the Closing, if a 280G Vote is required, the Company shall deliver to Parent evidence reasonably satisfactory to Parent, (i) none that a 280G Vote was solicited in conformance with Section 280G of the Business Employees isCode, or during and the past two requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (2) years has been, represented by a union, labor organization or group (collectively, a the “UnionSection 280G Approval”) that was either voluntarily recognized or certified by any labor relations board; (ii) none that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The form of the Business Employees isParachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld. (d) Nothing in this Agreement shall, or during shall be construed so as to (a) prevent or restrict in any way the past two (2) years has beenright of Parent to terminate, a signatory to reassign, promote or bound by a Collective Agreement with demote any Union; (iii) to the Knowledge employee, independent contractor, manager or other service provider of the Sellers, there are no currently filed petitions for representation with respect Company (or to the formation of a collective bargaining unit involving cause any of the Business Employees and no foregoing actions) at any time, or to change (or cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or service of any such petitions for representation have been filed or, to the Knowledge service providers; (b) create any third-party rights in any such current or former service provider of the Sellers, threatened in the past two Company (2) yearsor any beneficiaries or dependents thereof); (ivc) there is no unfair labor practice constitute an amendment or labor arbitration proceeding brought by or on behalf modification of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketingPlan, or work stoppage involving the Business Employees has occurred, is in progress or, (d) obligate Parent or any of its Affiliates to the Knowledge adopt or maintain any Plan or other compensatory or benefits arrangement at any time or prevent Parent or any of the Sellers, has been threatened in the past two (2) yearsits Affiliates from modifying or terminating any Plan or any other compensatory or benefits arrangement at any time.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Immediately prior to the applicable consummation of the Closing, the Sellers will provide to Seller and its Subsidiaries shall terminate the Buyer the following information as employment of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion all of the Business being transferred at such Employees. Effective upon Closing: service credit for purposes of vesting and eligibility , the Purchaser shall offer employment to participate under any Employee Plan the Business Employees set forth on Schedule 6.8(a) (including any vacation or other paid time off policy of collectively, the Sellers“Employees”). The parties agree terms and acknowledge thatconditions of employment for the Employees, due including, but not limited to compensation, incentive compensation and benefits, shall be substantially the same as those available to the timing other similarly situated employees of the deliveries contemplated by Purchaser at the preceding sentencetime of the Closing. For avoidance of doubt, the Purchaser’s use of the Seller’s Employment Identification Number and/or any of the Seller’s bank or other financial institution accounts for the payment of any amounts due and owing to any Business Employees arising from such Business Employee’s employment after the Closing shall in no way obligate the Seller or make the Seller responsible or liable for such amounts, or otherwise establish any liability of any kind of the Seller with respect to such Business Employee’s employment after the Closing, and as a result of ordinary course personnel turnoverthe Parent agrees to indemnify the Seller for any and all Damages arising out of, certain individuals who are identified as Business Employees resulting from or incurred in connection with such Business Employee’s employment after the deliveries contemplated by Closing. Nothing in the preceding foregoing sentence may not shall be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies deemed to apply to in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide respect to the BuyerBonus Agreements or the employment agreements with each of Xxxxxx Xxxxxx, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick Xxxxxx Prior and vacation leave that is accrued but unused as of such ClosingXxxxxx Xxxxxxx. (b) Except as set forth on Section 3.13(b) With respect to any employee benefit arrangement maintained by Purchaser or an Affiliate of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group Purchaser (collectively, “Purchaser Benefit Arrangements”) for the benefit of any Employees, effective as of the Closing, Purchaser shall, or shall cause its Affiliate to, recognize all service of the Employees with Seller, as if such service were with Purchaser, 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 or (y) such service was not recognized under the corresponding Benefit Arrangement of the Seller. (c) The Seller shall, at its expense, terminate each Benefit Arrangement immediately prior to the Closing Date (including any severance benefits or plans), and take such further actions after the Closing Date as may be necessary, appropriate or advisable to distribute all benefits accrued or payable thereunder and to otherwise satisfy all obligations arising thereunder. (d) The Purchaser shall permit former employees of the Seller Group (and their eligible dependents) who were receiving, or who are eligible as of the Closing Date to elect continuation coverage under the Seller Group’s group health plan pursuant to the requirements of Section 4980B of the Code and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA Coverage”, or similar provisions of state Law, as a result of a “Union”qualifying event” (as defined by the Code and ERISA) that was either voluntarily recognized occurring on or certified by any labor relations board; (ii) none before the Closing Date, to continue COBRA Coverage under the Purchaser’s group health plan, or elect COBRA Coverage under the Purchaser’s group health plan, for the remainder of the Business Employees isapplicable COBRA Coverage period, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) if any. The Seller represents and warrants to the Knowledge Parent and Purchaser that attached hereto as Schedule 6.8(d) is a true and complete list of all employees of the SellersSeller Group (and their eligible dependents) who are eligible for COBRA Coverage as a result of a qualifying event occurring on or prior to the Closing Date, there are no currently filed petitions together with all such additional information as the Parent and Purchaser may reasonably require in order to carry out its obligations under this Section 6.8(d). (e) The Seller shall indemnify the Parent and Purchaser for representation all amounts payable under any severance program of the Seller Group with respect to the formation of any employee, whether as a collective bargaining unit involving any result of the Business Employees and no such petitions transactions contemplated hereby or for representation have been filed orany other reason, other than with respect to the Knowledge of the Sellers, threatened obligations expressly included in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsAssumed Liabilities.

Employment Matters. (a) The Sellers have provided to the Buyer Schedule 7.1 contains: (i) a complete and accurate list of all Regular Personnel who shall be offered employment as New Regular Personnel and (ii) the following information base salary provided by Seller to any such employees as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payableEffective Date. At least sixty or prior to Closing, Buyer will offer in writing employment to all individuals who are Regular Personnel and are listed on Schedule 7.1 with salaries, bonus payments, vacation time and other employee benefits and terms and conditions substantially similar to (60or in the discretion of Buyer, more favorable than) days those that exist for the employment of each Regular Personnel by Seller immediately prior to the applicable Closing. Such employment, if accepted by Regular Personnel, shall become effective immediately on the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingDate. (b) Except as set forth on Section 3.13(b) Seller shall terminate each of the Disclosure Schedule, Regular Personnel who has accepted (and not withdrawn) an offer of employment extended pursuant to Section 7.1(a) above on and as of the Closing Date. Nothing contained in this Section 7.1 is intended or shall be deemed to; (i) none of require Buyer to employ New Regular Personnel for any fixed or predetermined time after the Business Employees is, Closing as all such employment shall be "at will," or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none confer upon any employee of Seller, past, present, or future, any rights of employment of any nature, it being understood and agreed that the provisions of this Section 7.1 are intended to set forth an agreement among Buyer and Seller, and are not intended to benefit any Persons not party to this Agreement, including such employees. (c) From the date hereof to the Closing Date, Seller agrees to cooperate with Buyer in recruiting and hiring Regular Personnel who shall be offered employment as New Regular Personnel as contemplated in Section 7.1(a) above. (d) Buyer and Seller shall offer the New Regular Employees benefits under a employee retention program ("Employee Transition Benefits") identified and described in Exhibit F which is referenced hereto and made part of this Agreement. (e) New Regular Personnel shall be employed subject to Buyer's customary compensation and benefit policies, including, but not limited to, bonus policies, overtime, shift premium, paid time off, other similar policies and vacation policies. Subject to Section 7.1(a) above, Buyer reserves the right, in its sole discretion, to change elements of the Business Employees isemployment compensation and benefits provided its employees, or during the past two including and New Regular Personnel hired pursuant to this Section 7.1. (2f) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) Notwithstanding anything to the Knowledge contrary herein, Regular Personnel listed on Schedule 7.1 who, on the Closing Date, are employed in the United States pursuant to a work or training visa shall be offered employment as New Regular Personnel of Buyer at such times, and under such terms and conditions, as Seller and Buyer shall agree. Prospective new employees of the SellersOperations to whom Seller has made offers prior to the Closing, there are no currently filed petitions for representation with shall be offered employment as New Regular Personnel of Buyer only if Seller and Buyer so agree. (g) Upon each offer of employment Buyer shall request from New Regular Personnel and provide to Seller a signed release and consent to the transfer by Seller to Buyer of the personnel records of such employee maintained by Seller. Copies of all personnel records of each employee who signs such release and consent shall be transferred by Seller to Buyer as soon as practicable after such release and consent is provided to Seller. With respect to New Regular Personnel who do not sign such release and consent, only the formation name, Seller employee number, social security number, W-4 income tax withholding form information, current job assignment, current rate of a collective bargaining unit involving wages or salary, and the amount of service completed with Seller and its subsidiaries shall be transferred. In the event any applicable laws or regulations prohibit or restrict the transfer of personnel information pursuant to this paragraph, the obligations of Seller shall be to transfer only such information as shall be permitted by such laws or regulations. (h) Seller has undertaken reasonable efforts to complete and retain legally prescribed I-9 employment forms on all New Regular Personnel hired by Seller since the effective date of the Business Employees and no requirements to complete such petitions for representation have been filed or, forms. Seller will transfer all such forms to Buyer together with the Knowledge of the Sellers, threatened in the past two personnel records transferred pursuant to this paragraph (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsi).

Employment Matters. (a) The Sellers have Company agrees to provide Parent with, and to cause each of its subsidiaries to provide Parent and its agents and representatives with, reasonable access to its employees and its subsidiaries’ employees during normal working hours following the date of this Agreement to among other things deliver offers of revised terms of employment (if Parent so elects) and to provide information to such employees about Parent. All communications by Parent with employees of the Company or any of its subsidiaries shall be conducted in a manner that does not disrupt or interfere with the Company’s or such subsidiary’s efficient and orderly operation of its business and subject to reasonable consideration of the Company’s reasonable requests with respect to timing and content thereof. (b) Promptly following the execution of this Agreement, Parent shall make offers of continued employment to each of the persons identified in Schedule 6.2 hereto, it being understood that the proposed terms of such Employees’ employment with the Company shall be determined by the Parent, in its sole discretion; provided that the salary proposed to each such Employee shall not be less than the current salary of such Employee, and each such Employee residing in Israel will be entitled to the same package of benefits he or she currently enjoys and each such other Employee shall be entitled to receive comparable benefits as those provided to the Buyer comparable Parent employees. Each Employee who accepts such offer and signs an Employment Addendum (as defined below) shall be referred to herein as a complete and accurate list “Retained Employee.” Each of the Retained Employees will be requested to execute and deliver to Parent and the Company an addendum to his or her employment agreement with the Company or any of its subsidiaries pursuant to which, among other things, subject to Closing, he or she (i) acknowledges his or her willingness to continue employment with the Company following information the Closing on the conditions agreed with Parent, (ii) accepts the revisions requested by Parent in, and/or supplements to, such employee’s employment agreement, and (iii) waives any claims he or she may have under any agreement with the - Company or its subsidiaries as of the date of this Agreement signing such addendum (an “Employment Addendum”), which form of Employment Addendum shall be in form and substance acceptable to Parent. Parent plans to recommend grants of options to purchase Parent Common Stock to its Board of Directors for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payablethe Retained Employees. At least sixty (60) days prior to the applicable ClosingEach Retained Employee shall, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior permitted by law and applicable tax qualification requirements, and subject to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: any generally applicable break in service or similar rule, receive credit for purposes of vesting and eligibility to participate and vesting under any Employee Plan (including any vacation Parent benefit plans for years of service with the Company or other paid time off policy of the Sellers). The parties agree and acknowledge that, due its subsidiaries prior to the timing Effective Time. (c) Promptly following the execution of this Agreement, the deliveries contemplated by Company shall terminate the preceding sentence, and as a result employment of ordinary course personnel turnover, certain individuals who are identified as Business all Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Retained Employees in connection with the deliveries contemplated (“Terminated Employees”) by the preceding sentence may be Business Employees at the applicable Closingissuing a termination letter and notice, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Furtherwhich shall provide for, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Scheduleamong other things, (i) none a release of the Business Employees isCompany and Parent from any liability toward the Terminated Employee, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; and (ii) none a waiver of any rights or claims he or she may have, in form and substance reasonably acceptable to Parent. Company shall use its reasonable efforts to have all the Terminated Employees countersign such Termination Letter. On termination of the Business Terminated Employees, the Company shall pay to each Terminated Employee any and all severance, prior notice and other payments as is required by applicable law, custom or agreement. Under no circumstances shall the Company pay or advance any amounts in respect of Closing Fees and Expenses unless and until all liabilities to Terminated Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation shall have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearssatisfied.

Employment Matters. (a) The Sellers have provided to the Buyer Schedule 1.5 hereto contains a complete true and accurate list of the following information as of the July 31, 2005 of each Seller Employee, together with such person’s position, date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; hire, current salary, accrued and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other earned paid time off policy of the Sellers). The parties agree and acknowledge thatoff, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick any potential retention bonus, the amount of any referral bonus under Sellers’ Employee Benefit Plans, the amount of any potential tuition assistance under Sellers’ Employee Benefit Plans, and vacation leave that amount of any other accrued benefits to which such person may be entitled or for which such person has made written claim to Seller, whether or not such Seller Employee is designated as a Transferring Employee. Sellers have paid or made provision for the payment of all accrued but unused as of such Closingbenefits and wages for all Seller Employees through the Closing Date. (b) Except as indicated on Schedule 1.5, no Transferring Employee (i) has an employment agreement with Sellers, whether written or oral, excluding only oral at-will arrangements and the Labor Contracts set forth on Section 3.13(bSchedule 2.15(d), or (ii) to the Sellers’ Knowledge, has indicated that he or she intends to terminate his or her employment with Sellers or seek a material change in his or her duties or status. Each Seller Employee, including without limitation each Transferring Employee, who is required to be licensed by applicable Law, is so licensed. (c) In the 12-month period immediately preceding the Closing Date, Sellers have had adequate staffing levels to conduct operations at the Facilities in accordance with industry standard staffing patterns and practices and applicable Law. Schedule 2.15(c) breaks down (by numbers of staff in each category at each Facility) as of June 30, 2005, the Disclosure Schedulefollowing categories of staff at the Facilities: (i) Seller employed staff; (ii) third-party agency employed staff; and (iii) staff employed by staffing agencies affiliated with any Seller or Seller Owner. The Sellers and Seller Owners have no Knowledge of any reason that substantially all of such staff will not continue to be available to Buyer after Closing. (d) Except as set forth in Schedule 2.15(d), (i) none of Sellers are not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Sellers in connection with the Business Employees is, or during the past two Facilities (2) years has been, represented by a union, labor organization or group (collectively, a “UnionLabor Contract”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees isand, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers’ Knowledge, currently there are no currently filed organizational campaigns, petitions for representation with respect to the formation or other unionization activities seeking recognition of a collective bargaining unit involving any of which could affect the Business Employees and Facilities; (ii) there are no such petitions for representation have been filed strikes, slowdowns or work stoppages pending or, to the Sellers’ Knowledge after due inquiry, threatened between Sellers and any of their employees of the SellersFacilities, threatened in and Sellers have not experienced any such controversy, strike, slowdown or work stoppage within the past two three years; (2iii) yearsSellers have not breached or otherwise failed to comply with the provisions of any Labor Contract pertaining to the Facilities; (iv) there is are no unfair labor practice complaints pending against Sellers pertaining to the Facilities before the National Labor Relations Board or labor any other Governmental Authority or any current union representation questions involving employees of Sellers; (v) there are no grievances, demands for arbitration proceeding brought or arbitration proceedings against Sellers of which Sellers have received notice under any Labor Contract; (vi) Sellers are currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, are not aware of any past noncompliance with such Laws that would result in any claim against Sellers in excess of $25,000 and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Sellers and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (vii) Sellers have paid in full to all their respective employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (viii) there is no claim with respect to payment of wages, salary or overtime pay that is now pending or to the Sellers’ Knowledge, threatened before any Governmental Authority with respect to any persons currently or formerly employed by Sellers; (ix) Sellers are not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Employees or employment practices; (x) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that is now pending or to the Sellers’ Knowledge, threatened with respect to Sellers; (xi) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, disability, religion or other legally protected category, which is now pending or to the Sellers’ Knowledge, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which Sellers have employed or currently employ any person; (xii) there is no claim which is now pending or to the Sellers’ Knowledge, threatened before any court or any other Governmental Authority in any jurisdiction in which the Facilities have employed or currently employ any person asserting any form of action arising out of the Business Employees pending or, to the Knowledge employment relationship between Sellers and any current or former employee of the Sellers, threatened against Facilities. Schedule 2.15(d) describes all work stoppages and strikes (legal or otherwise) that the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened Facilities have experienced in the past two (2three years, including the dates and length of each such occurrence. Schedule 2.15(d) years; and (vdescribes every arbitration award arising in respect of any Labor Contract described in Schedule 2.15(d) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened issued in the past two five years. The consent of any labor union which is a party to any Labor Contract is not required to consummate the transactions contemplated by this Agreement. (2e) yearsExcept for assumed Sick Time, assumed Time-Off, retention bonuses, referral bonuses and tuition assistance payments, each only to the extent set forth in Section 1.5, (i) Buyer shall not assume any liability or responsibility for any other benefit or obligations arising out of or under any Employee Benefit Plan to which any Transferring Employee or Seller Employee is or may be entitled without regard to whether such obligation or responsibility arises under the terms of such Employee Benefit Plan or applicable Law, and (ii) Sellers shall retain all other liability and responsibility for benefits, administration and compliance with the terms of any and all Employee Benefit Plans and applicable Laws with regard to any and all Employee Benefit Plans, including but not limited to any withdrawal liability which may attach to any Employee Benefit Plan. Without in any way limiting the foregoing, with respect to any Seller Employee (and his or her dependents or other qualified beneficiaries) who does not become a Transferring Employee, Sellers shall be solely responsible for all COBRA obligations related to any “qualifying event” as defined in Section 4980B(f)(3) of the Code occurring on or before the Closing Date. In accordance with Treasury Regulation Section 54.4980B-9, Q&A 7, the parties hereby intend to allocate to Sellers all responsibility for M&A Qualified Beneficiaries (as such term is defined in Treasury Regulation Section 54.4980B-9, Q&A 4), and Sellers shall take all steps as may be necessary to prevent Buyer from incurring liability under Treasury Regulation Section 54.4980B-9, Q&A 8. (f) To the Sellers’ Knowledge, no person employed by or affiliated with Sellers has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer and, no person employed by or affiliated with Sellers has violated any confidential relationship which such person may have had with any third party while working on behalf of Sellers, and Sellers have no reason to believe that any such event will occur.

Employment Matters. (a) The Sellers have provided Business Employees (i) Schedule 7.5(a)(i) attached hereto lists separately the names of all employees in the UK whose employment contracts transfer pursuant to the Acquired Rights Directive or who are performing services for EasyLink U.K. and are being assigned to the Business ("E.U. Business Employees") and each E.U. Business Employee's job title, location of employment, current salary, most recent bonus, date of birth, date of employment and current status. (ii) Within five Business Days after the Effective Date, Buyer a complete and accurate list shall have extended written offers of employment contingent upon the consummation of the Closing, and commencing immediately following information as the Closing, to each of the U.S. employees of AT&T assigned to the Business who is listed on Schedule 7.5(a)(ii) ("U.S. Business Employees"). Schedule 7.5(a)(ii) lists each U.S. Business Employee's name, job title, location of employment, current and previous year's salary, target bonus opportunity, date of this Agreement for each Business Employee: employer; job title; location; birth, date of hiring; date of commencement of employment; employment and current compensation paid status (e.g., active, disability, leave of absence, etc.). U.S. Business Employees shall have fifteen (15) Business Days to consider and accept or payablereject such offer. At least sixty (60) days U.S. Business Employees who do not respond to such offers within such fifteen-Business-Day period shall be deemed to have rejected such offer. U.S. Business Employees who accept such offer and who become employed by Buyer after the Closing shall be referred to as "Hired U.S. Business Employees". Buyer shall employ all Hired U.S. Business Employees in positions substantially equivalent to the positions they occupied immediately prior to the applicable Closing, while employed by Seller, and with a base salary and target bonus opportunity which is no less than the Sellers will provide base salary and bonus they were being paid by Seller at the time of such offer (as specified in Schedule 7.5(a)(ii)), and at locations within a Reasonable Commuting Distance of the work location to the Buyer the following information as of which they were assigned immediately prior to the Closing. The salaries of the Hired U.S. Business Employees shall be subject to increases by Buyer, effective February 2001, in a manner that is consistent with Seller's prior annual salary adjustment practices. Employment with Buyer shall be effective at the first moment of the Closing, except that offers of employment extended to Hired U.S. Business Employees receiving short term disability benefits or on approved leave of absence with a guaranteed right of reinstatement on the Closing Date, if any, will become effective upon their return to active status at the termination of the short term disability or approved leave of absence, respectively. (iii) All Hired U.S. Business Employees shall be eligible to participate in such bonus or incentive compensation plans or programs that Buyer may establish after the Closing Date. (iv) After the Closing Date and for the one-year period immediately following thereafter, Buyer shall retain all the Hired U.S. Business Employees and not terminate the employment of any such employee prior to the extent that end of such information can one-year period, other than for Cause (as defined below). While employed by Buyer during the one-year period following the Closing Date, in addition to the requirements set forth in this Section 7.5, Hired U.S. Business Employees shall be generated entitled to at least sixty (60) days prior to such Closing the same base salary and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellerstarget bonus opportunity listed on Schedule 7.5(a)(ii). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees salary increases in connection accordance with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a7.5(a)(ii). (v) be considered a breach of any provision For purposes of this Agreement. Further, within ten "Cause" for termination shall mean (101) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion conviction (including a plea of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(bguilty or nolo contendere) of the Disclosure Schedulea crime involving theft, (i) none of the Business Employees isfraud, dishonesty or during the past two moral turpitude, (2) years has beenintentional or grossly negligent disclosure of confidential or trade secret information of Buyer (or any of its Affiliates) to anyone who is not entitled to receive such information, represented by a union(3) gross omission or gross dereliction of any statutory or common law duty of loyalty to Buyer or any of its Affiliates, labor organization or group (collectively, a “Union”4) that was either voluntarily recognized or certified by any labor relations board; (ii) none willful violation of the Business Employees isBuyer's written policies or procedures, or during (5) failure to carry out the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge duties of the Sellersemployee's position. Buyer shall have no obligation to pay severance or any other benefit to any Hired U.S. Business Employee terminated for Cause within one year after the Closing Date, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought other than as required by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsApplicable Law.

Employment Matters. (a) The Sellers have provided For a period of not less than two years commencing on the Closing Date, the Purchaser shall, and shall cause the Company, not to the Buyer a complete and accurate list implement any mass layoff (including by way of carrying out of any safeguard of employment plan ("plan de sauvegarde de l'emploi" or "licenziamenti collettivi")) with respect to any of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingTransferred Employees. (b) Except For a period of not less than two years commencing on the Closing Date (or a longer period if required by Law), the Purchaser shall, and shall cause the Company, to provide each Transferred Employee salary or wages, commissions, bonuses, incentive compensation (excluding actual equity securities) and employee benefits that are at least as set forth on Section 3.13(bfavorable as those currently applicable to such Transferred Employee. (c) It is acknowledged that certain Transferred Employees have been allocated free performance shares (actions gratuites) or other equity instruments (the "Performance Shares") by Xxxxxx XX pursuant to the terms of the Disclosure Scheduleplans adopted by the board of directors of Xxxxxx XX on May 9, 2012, November 6, 2013, November 13, 2014 and November 9, 2015 (i) none together, the "Performance Shares Plans"). In such connection, the Sellers will take any actions required such that the concerned Transferred Employees do not cease to benefit from their free share allocations or other rights under the Performance Share Plans by reason of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge their no longer being employees of the Sellers, there are ' Group or the Company no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any longer being member of the Business Sellers' Group, as the case may be. (d) From and after the Closing, Xxxxxx XX shall assume and be responsible for, perform, discharge and pay when due, and indemnify and hold the Purchaser and their Affiliates (including the Company) harmless from and against any and all losses, costs, liabilities and obligations arising prior to, on or after Closing in connection with the Performance Shares and/or any other free performance shares allocated by Xxxxxx XX, if any and/or any compensation of the Transferred Employees based on or related to any shares or security of any member of the Sellers' Group, including social security charges and no such petitions for representation have been filed orother Taxes resulting from a claim made by any employees and former employees of the Company and any Transferred Employees in relation to any Performance Shares Plans. (e) The Sellers shall provide, or procure that their Affiliates provide, to the Knowledge of Purchaser and the Sellers, threatened Company in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf a timely manner information in respect of any of vested Performance Shares in order for the Business Employees pending or, Purchaser and the Company to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, comply with any declaration or notification obligations pursuant to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsapplicable Law.

Employment Matters. (a) The Sellers have provided No later than ten (10) days before the Closing, Purchaser or one of Purchaser’s Designees shall offer employment to no fewer than 1,579 Acquired Business Employees, reduced by any voluntary resignations since the date hereof not resulting from receipt of a WARN Act notice to the Buyer a complete employees who are identified as the employees who will not receive an offer of employment by Purchaser as provided below or other similar notice intended to comply with applicable Law that the Parties may mutually agree to send to such employees pursuant to Section 7.9(g), who remain actively employed with any Sellers or Designated Entities on the Closing Date, with at least the same base salary (exclusive of bonuses, stock options, restricted stock and accurate other similar forms of discretionary compensation) and substantially equivalent position as in effect immediately prior to the Closing, and with each such offer being contingent upon completion of the Closing and on the offeree’s compliance with the standard hiring practices of Purchaser (or the applicable Purchaser’s Designee), including the assignment of intellectual property rights, if any, retroactive to such employee’s date of hire with the applicable Seller. A full list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty employees whom Purchaser elects to employ shall be submitted to Sellers no later than twenty (6020) days prior to Closing. Each such employee who accepts such employment as of the Closing, shall be referred to herein as a “Transferred Employee.” As soon as practicable hereafter, Sellers and Purchaser shall cooperate and use reasonable best efforts to establish the list of employees who will not be offered employment by Purchaser or one of Purchaser’s Designees. In connection with the provisions of this Section 7.9(a), Sellers shall permit Purchaser to meet with, distribute materials to and/or communicate with such employees prior to the Closing Date. For purposes of this Section 7.9, an employee shall be treated as “actively employed” notwithstanding that such employee may be absent from work on the Closing Date solely by reason of any holiday, vacation, scheduled day off or non-medical leave of absence. (b) Purchaser (or the applicable Purchaser’s Designee) shall provide the Transferred Employees with employee benefits plans that are substantially comparable, in the aggregate, to the Sellers’ employee benefit plans, within the meaning of ERISA as in effect on the date hereof. Purchaser (or the applicable Purchaser’s Designee) shall treat prior service with Sellers as service with Purchaser (or the applicable Purchaser’s Designee) for purposes of eligibility to participate and vesting with respect to all employee benefit plans (other than retiree medical and life insurance plans) covering Transferred Employees. Purchaser (or the applicable Purchaser’s Designee) will assume and recognize vacation entitlements payable to Transferred Employees accrued but unpaid prior to Closing, the Sellers will provide provided that Purchaser and Purchaser’s Designees shall not be required to the Buyer the following information as of immediately prior to assume or recognize such Closing (accrued vacation entitlements where, but only to the extent that, such entitlements in the aggregate exceed $5,000,000. Nothing herein limits Purchaser’s (or the applicable Purchaser Designee’s) right to amend, modify or terminate its employee benefit plans. To the fullest extent permitted under its medical and dental plans, Purchaser (or the applicable Purchaser’s Designee) shall give credit for all current year deductibles and co-payments paid by any Transferred Employee in respect of claims incurred by such Transferred Employee during the portion of the current calendar year prior to the Closing, and Purchaser shall waive any pre-existing conditions provisions under any such plan covering Transferred Employees to the same extent that such information can be generated at least sixty provisions were waived with respect to Transferred Employees pursuant to the terms of Sellers’ or any Designated Entities’ plans. 35 (60c) days prior From the date of signing of this Agreement, Sellers and Purchaser shall use commercially reasonable efforts to provide appropriate transitional arrangements for Transferred Employees in possession of L-1B and H1-B visas, or other permits to work for the Acquired Business in the United States or other jurisdictions, and shall take such Closing steps as are necessary and as early prior appropriate to such Closing as reasonably practicable ensure, to the extent possible, that such information canemployees are transferred to the Purchaser (or the applicable Purchaser’s Designee) without disruption of employment. Sellers and Purchaser shall also use commercially reasonable efforts to ensure that there is no disruption to Transferred Employees’ applications for visas or work permits sponsored by the Acquired Business. (d) As soon as is practical after the Closing, Sellers shall (i) take all actions as are necessary or appropriate to fully vest, as of the Closing Date, the interests of the Transferred Employees and the employees of the Designated Entities under Sellers’ defined contribution retirement plan(s); (ii) provide such employees an election to roll over their vested interests to Purchaser’s defined contribution retirement plan, including appropriate arrangements for loans provided to them under Sellers’ plan; and (iii) roll over the full amount of the vested interests which the employees have elected to roll over, as soon as possible but not later than six (6) months after the Closing Date, to the accounts of such employees under Purchaser’s defined contribution retirement plan in accordance with Section 402 of the Code. Purchaser shall reasonably cooperate with Sellers in respect of the foregoing actions and shall accept such rollovers and have no liability for any discontinuance, termination or other charges that may be generated at least sixty (60) days prior due to any investment option or management providers or to any plan record keeping or other agents with respect to such Closingtermination and rollover of such employees’ interests from Sellers’ retirement plan(s) for each Business Employee whose services relate primarily to Purchaser’s retirement plan. (e) With respect to Transferred Employees, Sellers shall cause all accrued and unpaid vacation and sick leave entitlements exceeding $5,000,000 as of the Closing Date and all salary, bonuses (including retention bonuses), commissions or other cash incentive compensation with respect to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due calendar year prior to the timing of Closing Date to be fully paid on or before the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant Closing Date. Sellers shall have sole responsibility for “continuation coverage” benefits provided under group health plans to this Section 3.13(a) be considered a breach all current or former employees of any provision of this Agreement. FurtherSeller (other than Transferred Employees) and qualified beneficiaries relating thereto for whom a qualifying event has occurred on, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees isprior to, or during after the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of Closing Date. Terms used in this subsection and not otherwise defined herein shall have the Business Employees is, or during the past two (2) years has been, a signatory meanings ascribed to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.them under COBRA. 36

Employment Matters. (a) The Sellers have provided On or prior to the Buyer a complete Closing Date, Sellers shall cause any existing employment agreements by and accurate list between the Company and each of the Key Employees to be terminated by mutual agreement between the Company and each of the Key Employees. On or prior to the Closing Date, Sellers shall cause the Company to offer employment to each of the Key Employees on terms that are satisfactory to Purchaser (and based on the form of such agreement attached hereto as Exhibit D); provided, however, that the total current compensation shall not be less than such employee’s total current compensation as set forth on Schedule 6.7(a) and such terms shall include twelve (12) months of severance, based on the applicable Key Employee’s current base compensation as set forth on Schedule 6.7(a), in the event that the Key Employee is terminated without cause (or resigns for “Good Reason” as defined herein), such severance to be payable in substantially equal payments over the twelve (12) month period following information as such termination; provided, further, that all payments and obligations with respect to such severance shall cease upon the earlier of (a) the date is twelve (12) months following the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid such termination or payable. At least sixty (60b) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent time that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Key Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan begins new employment (including any vacation self-employment), or other paid time off policy of the Sellers). The parties agree and acknowledge thatproviding consulting services, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection each case that is competitive with the deliveries contemplated by Company, Jupitermedia Corporation or any of its Subsidiaries, including the preceding sentence may not be Business Employees at Purchaser (the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business “Key Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingOffers”). (b) Except On or prior to the Closing Date, Sellers shall cause any existing employment agreements by and between the Company and Xxxxx or Xxxxxx to be terminated by mutual agreement between the Company and Xxxxx or Xxxxxx, as set forth on Section 3.13(bapplicable. On or prior to the Closing Date, Sellers shall execute, and shall cause the Company to execute, the Employment Agreements. (c) Purchaser agrees that, during the one (1) year period following the Closing Date, Employees who continue their employment with the Company (the “Continuing Employees”) shall, at the option of Purchaser, either continue to be eligible to participate in the Plans that are, at the option of Purchaser, continued by the Company, or alternatively shall be eligible to participate in the same manner as similarly situated employees employed by Purchaser or its Subsidiaries in the employee benefit plans sponsored or maintained by Purchaser or its Subsidiaries, as applicable (the “Purchaser Plans”); provided, however, that in no event shall the benefits available to Continuing Employees under any Employee Benefit Plan be materially less favorable than those currently provided by the Company. Without limiting the generality of the Disclosure Scheduleforegoing, (i) none of the Business Employees isPurchaser shall cause each Purchaser Plan, or during the past two (2) years has been, represented by in which a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed orContinuing Employee participates, to recognize such Continuing Employee’s prior service with the Knowledge Company (and any predecessor entities) for purposes of the Sellerseligibility and vesting under such Purchaser Plans. Additionally, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.Purchaser shall cause each Continuing Employee’s prior service with the

Employment Matters. The Purchaser shall make employment offers, effective as of the consummation of the transactions contemplated by this Agreement, to the employees of the Business on terms to be mutually determined by the Purchaser and each such employee (a) the “Offer Letters”). Each of the Sellers shall terminate the employment of all of its employees immediately prior to the Closing. The Sellers have provided shall be responsible for the payment, in a manner consistent with past practice, of all obligations relating to the Buyer a complete termination of any such employee’s employment by the Sellers (collectively, “Severance Expense”). Those employees who accept the Purchaser’s offer of employment by executing and accurate list delivering an Offer Letter and reporting to work for active duty with the Purchaser on the Closing Date are collectively referred to herein as the “Transferred Employees.” Each of the following information Sellers shall, effective as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior hereof, release all Transferred Employees from, and, if requested by the Purchaser, assign to the applicable ClosingPurchaser the Sellers’ rights under any non-competition, non-solicitation, confidentiality and similar restrictive covenants or agreements previously entered into between the Sellers will provide to the Buyer the following information as of immediately prior to and such Closing (Transferred Employees, solely to the extent that reasonably necessary to allow such information can be generated at least sixty (60) days prior Transferred Employees to such Closing and as early prior to such Closing as reasonably practicable serve the Purchaser or any of its Affiliates. The Sellers shall deliver to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. FurtherPurchaser upon written request, within ten five (105) Business Days after receipt of such request, written evidence, in form and substance satisfactory to the Purchaser, of the release and assignment described in the immediately preceding sentence. Nothing herein shall confer upon any Transferred Employee any right to be employed by the Purchaser for any specified period of time following the applicable Closing, Closing or in any way limit the Sellers will provide to Purchaser’s right terminate the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf employment of any of Transferred Employee at any time following the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and Closing for any reason (or no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsreason).

Employment Matters. (a) The Sellers have provided In all jurisdictions for which the EU Acquired Rights Directive (Council Directive 77/187 of 14 February 1977) has been implemented into domestic local law (referred to herein as “ToU Requirements”), the Buyer a complete and accurate list ToU Requirements shall prevail to provide for the automatic transfer of the Business Employees within the scope of those provisions. To the extent that the ToU Requirements impose greater obligations or broader restrictions on the parties hereto than the following information as of provisions contained in this Section 7.9, then the date of this Agreement ToU Requirements shall govern for each the automatically transferred Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty Employees. (60b) Subject to applicable Law, including but not limited to any Antitrust Law, no later than ten (10) days prior to the Closing, Purchaser Entities shall, or shall cause an Affiliate to, provide an Offer Letter to each Business Employee (i) who has not already entered into an employment agreement or Offer Letter with a Purchaser, effective as of the Closing Date with terms and conditions consistent with the requirements set forth in this Section 7.9 and (ii) whose employment will not automatically transfer to a Purchaser Entity pursuant to applicable ClosingLaw. Any Business Employee who accepts an Offer Letter and commences employment with or whose employment otherwise transfers to the Purchaser Entities or one of their subsidiaries shall be a “Transferred Employee.” If any Business Employee requires a work visa or permit or an employment pass or other immigration-related approval for such Business Employee to commence employment with Purchaser Entities or one of their Affiliates as of or after the Closing Date (the “Visa Employees”), Purchaser Entities shall secure prior to or as soon as possible after the Closing Date the necessary visa, permit, pass or other approval in a timely manner consistent with the terms of this Section 7.9. In the event any such work visa, permit, employment pass or other immigration-related approval is not obtained and in effect prior to the Closing Date, the Sellers will or their Restricted Affiliates shall use commercially reasonable efforts to make such Visa Employee available to assist the Purchaser Entities in the operation of the Business, so long as the Purchaser or the Purchaser Entities reimburses the Sellers or their applicable Restricted Affiliates for the cost of such Visa Employee’s compensation and benefits (together with the employer-paid portion of any employment or payroll Taxes related thereto) during such interim period pursuant to the Transition Services Agreement. The Purchaser Entities shall bear all the Liabilities and costs relating to, and shall indemnify and hold harmless Sellers and their respective Affiliates from and against, any claims made by any Business Employees for any severance or other separation payments or benefits arising out of (i) Purchaser’s breach of its obligations under this Section 7.9, including any failure of any Purchaser Entity or an Affiliate thereof to provide to Transferred Employees the Buyer the following information as of immediately prior compensation and benefits described in this Section 7.9, (ii) Purchaser Entities making an offer to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each a Business Employee whose services relate primarily to that does not meet the portion requirements of the Business being transferred at such Closing: service credit this Section 7.9, and (iii) any claims for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation severance or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees separation payments or benefits in connection with the deliveries contemplated termination of employment by the preceding sentence may not be Business Employees at Purchaser Entities or their Affiliates of any Transferred Employee after the applicable ClosingClosing Date. The Sellers shall bear all the Liabilities and costs relating to, and certain individuals who shall indemnify and hold harmless the Purchaser Entities and their respective Affiliates from and against any claims made by any Business Employee for any severance or other separation payments or benefits (including any such payments or benefits under the Executive Transaction Bonus Agreements) arising out of (A) a Business Employee’s refusal of an Offer Letter compliant with the requirements of this Section 7.9 and (B) any claims for severance or other separation payments or benefits that are not identified as Business Employees required to be paid by applicable Law in connection with the deliveries contemplated termination of employment by the preceding sentence may be Business Sellers or their Affiliates of Transferred Employees at in conjunction with their transfer of employment to the applicable Closing, and Purchaser Entities in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of connection with the transactions under this Agreement. Further. (c) Immediately following the date on which any Business Employee who is on an approved short-term or long-term disability or other approved leave of absence (other than, for the avoidance of doubt, vacation or paid time off) (each, an “Inactive Business Employee”) returns to active duty, the Purchaser Entities shall, or shall cause one of their subsidiaries to, offer employment to such Inactive Business Employee, except with respect to timing, such offer shall be to commence employment with the Purchaser Entities or one of their Affiliates within ten (10) days following such Inactive Business Days following Employee’s return to active status (the date that employment of an Inactive Business Employee with the Purchaser Entities or one of its subsidiaries commences, the “Employment Commencement Date”). For each Transferred Employee who was an Inactive Business Employee prior to the Employment Commencement Date, the Purchaser Entities’ (or their Affiliate’s) obligations hereunder shall commence on such Employment Commencement Date. Nothing in this Agreement shall limit Sellers’ or their Affiliates’ right to terminate the employment (in accordance with applicable Law) of any Inactive Business Employee who remains on leave for six (6) months or more (from the date that his or her leave began) and upon such termination, the Purchaser Entities’ obligations to make offers to such Inactive Business Employee under this paragraph shall cease. (d) With respect to each Transferred Employee, the Purchaser Entities shall provide, or shall cause a subsidiary of the Purchaser Entities that will employ the Transferred Employees to provide, to each Transferred Employee, for a period of twelve (12) months after the Closing Date (or, if shorter, such Transferred Employee’s period of employment), (i) base salary (or base wages) and annual cash incentive opportunities (other than incentive equity opportunities) that are at least equal to the base salary (or base wages) and annual cash incentive opportunities to which such Transferred Employee was entitled immediately prior to the Closing Date, (ii) eligibility for severance benefits that are no less favorable than those that would have been provided to such Transferred Employee under the applicable Closingseverance benefit plans, the Sellers will provide programs, policies, agreements and arrangements as in effect immediately prior to the BuyerClosing Date, for each Business Employee whose services relate primarily and (iii) employee benefits (including, but not limited to, health, welfare and retirement benefits, but excluding transaction, retention, change-of-control or stay bonus plans, equity or equity-linked compensation or similar arrangements as well as defined benefit pension plans) that are no less favorable in the aggregate than the employee benefits provided to such Transferred Employees immediately prior to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (be) Except The Sellers shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such Transferred Employees or their covered dependents under the Seller Plans on or prior to the Closing Date (and, for those Inactive Business Employees, the day prior to the Employment Commencement Date). Expenses and benefits with respect to claims that are incurred by Transferred Employees or their covered dependents under Plans sponsored, maintained or contributed to by the Purchaser Entities or their Affiliates in which Transferred Employees participate on and after the Closing Date (“Purchaser Plans”) shall be the responsibility of Purchaser Entities. For purposes of this paragraph, a claim is deemed incurred: in the case of medical or dental benefits, when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of disability benefits, when the disability occurs; in the case of workers’ compensation benefits, when the event giving rise to the benefits occurs; and otherwise, at the time the Transferred Employee or covered dependent becomes entitled to payment of a benefit (assuming that all procedural requirements are satisfied and claims applications properly and timely completed and submitted). (f) As of the Closing Date (or, for the Inactive Business Employees, on the Employment Commencement Date), the Transferred Employees shall cease to accrue further benefits under the Seller Plans, and the Transferred Employees shall commence participation in the Purchaser Plans in accordance with the terms of such Purchaser Plans. The Purchaser Entities shall, and Purchaser Entities shall cause their Affiliates to use commercially reasonable efforts to (i) cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Purchaser Plans to the extent coverage under such Purchaser Plan replaces the corresponding Seller Plan in which Transferred Employee participated immediately prior to the Closing Date (such plans, collectively, the “Old Plans”), (ii) cause to be waived any pre-existing conditions, exclusions, evidence of insurability requirements, actively at work requirements, waiting periods and similar requirements for each Transferred Employee, except to the extent such provisions were not applicable or not otherwise satisfied under the analogous Old Plan in which such Transferred Employee participated immediately prior to the Closing Date (or, for those Inactive Business Employees, on the Employment Commencement Date) and (iii) give effect, in determining any deductible, co-pay, co-insurance and maximum out-of-pocket limitations, to amounts paid by each Transferred Employee (and his or her covered dependents) during the plan year in which the Closing Date occurs under the applicable Old Plan that is a group health plan or purposes of satisfying the corresponding deductible, co-pay, co-insurance and maximum out-of-pocket limitations applicable to such Transferred Employee (and his or her covered dependents) under corresponding Purchaser Plan that is a group health plan for the applicable plan year as set forth on if such amounts had been paid in accordance with such Purchaser Plan. For purposes of eligibility to participate, vesting, and future vacation accruals and for purposes of determining severance amounts under the Purchaser Plans, each Transferred Employee shall be given credit for all service with the Sellers, and their Affiliates, and any predecessor employer before the Closing Date to the extent such service was recognized by the Sellers or their Affiliates under the corresponding Seller Plan or ShareFile Plan in which such Transferred Employee participate immediately prior to the Closing Date, other than with respect to benefit accruals under any defined benefit pension plans and other than such credit resulting in duplication of benefits. (g) The Purchaser Entities shall, or shall cause one of their Affiliates to, provide vacation and other paid time off benefits to Transferred Employees who are not exempt US based employees that are at least as favorable as those provided to Transferred Employees under the applicable vacation and other paid time off program of Sellers or their Affiliates. Effective as of the Closing or Employment Commencement Date (as applicable), Purchaser Entities shall, or shall cause one of their Affiliates to, assume all obligations of Sellers and their Affiliates for the accrued, unused vacation and paid time off for non-U.S. Transferred Employees located in Europe. Sellers or their Affiliates shall pay out any accrued, unused vacation time and paid time off for Transferred Employees who are not located in Europe as required by applicable Law or the policies of Sellers. (h) The Purchaser Entities shall take all actions necessary to cause each Transferred Employee who, as of the Closing Date, is a participant in a Seller Plan that is intended to meet the requirements of Section 3.13(b401(k) of the Disclosure ScheduleCode (the “Seller 401(k) Plan”) to be allowed to participate as soon as administratively practicable after the Closing Date in a 401(k) plan sponsored by the Purchaser, the Purchaser Entities or their Affiliates (a “Purchaser 401(k) Plan”) and such Transferred Employee shall be eligible as soon as administratively practicable after the Closing to make elective deferrals into the Purchaser 401(k) Plan and to be eligible to receive employer contributions under the Purchaser 401(k) Plan, in accordance with the Purchaser 401(k) Plan’s terms. The Purchaser shall cause the Purchaser 401(k) Plan to accept rollover contributions of “eligible rollover distribution” (as defined in Section 401(a)(31) of the Code) from the Seller 401(k) Plan to the Purchaser 401(k) Plan (including notes associated with plan loans). (i) none On the Closing Date, Seller shall pay (or shall cause its Affiliates to pay) to each applicable Transferred Employee any payments due to such Transferred Employee in connection with (x) the Seller Portion of the Business Employees isOther Bonus Liabilities, and (y) the full amount of the applicable LTI Award, determined based on the full performance period, provided that Purchaser shall reimburse to Seller for Purchaser’s Portion of the LTI Awards, up to $1,500,000. Purchaser shall pay (or shall cause its Affiliates to pay) to each applicable Transferred Employee any payments due to such Transferred Employee under the terms of the applicable Bonus Plan, determined based on actual performance during the past two (2) years has beenapplicable performance period, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none other than the Seller Portion of the Business Employees isOther Bonus Liabilities. (j) The Purchaser Entities and their Affiliates shall, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge as of the SellersClosing, there are no currently filed petitions assume and honor all Transferred Plans and shall be responsible for representation all Liabilities under any such Transferred Plans. (k) The Purchaser Entities and their Affiliates shall be solely responsible for any Liabilities and obligations arising under Section 4980B of the Code with respect to the formation of a collective bargaining unit involving any of the Business all Transferred Employees (and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two their spouses and dependents). (2l) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the The Sellers and no such proceeding has been initiated orthe Affiliates shall be solely responsible for, to and neither the Knowledge of the SellersPurchaser Entities nor their Affiliates shall have any responsibility, threatened in the past two (2) years; and (v) no labor disputeLiability or obligation for, walk out, strike, slowdown, hand billing, picketingproviding, or work stoppage involving continuing to provide, health care contribution coverage as required under COBRA with respect to any individual who is not a Transferred Employee (and their spouses and dependents) who experienced a “qualifying event” or similar concept on, prior to or in connection with the Business Employees has occurred, is in progress or, Closing under any Seller Plan or ShareFile Plan subject to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCOBRA.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such the Closing (to the extent that such information can be generated at least sixty (60) days prior to such the Closing and as early prior to such the Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such the Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following prior to the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee, data relating to the amount of sick and vacation leave that is accrued but unused as of such the Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Sellers CCR Parties have provided to the Buyer CCBCC Parties a complete and accurate list of the following information as of the date of this Agreement for each CCR Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty thirty (6030) days prior to the applicable Closing, the Sellers CCR Parties will provide to the Buyer CCBCC Parties the following information as of immediately prior to such the Closing (to the extent that such information can be generated at least sixty thirty (6030) days prior to such the Closing and as early prior to such the Closing as reasonably practicable to the extent such information cannot be generated at least sixty thirty (6030) days prior to such the Closing) for each CCR Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee: service credit for purposes of vesting and eligibility to participate under any CCR Employee Plan (including any vacation or other paid time off policy of the SellersCCR Parties). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as CCR Business Employees in connection with the deliveries contemplated by the preceding sentence may not be CCR Business Employees at the applicable Closing, and certain individuals who are not identified as CCR Business Employees in connection with the deliveries contemplated by the preceding sentence may be CCR Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers CCR Parties will provide to the BuyerCCBCC Parties, for each CCR Business Employee whose services relate primarily to the portion of the Business being transferred at such ClosingEmployee, data relating to the amount of sick and vacation leave that is accrued but unused as of such the Closing. (b) Except as set forth on Section 3.13(b) of the CCR Disclosure Schedule, (i) none of the CCR Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the CCR Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the SellersCCR Parties, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the CCR Business Employees and no such petitions for representation have been filed or, to the Knowledge of the SellersCCR Parties, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the CCR Business Employees pending or, to the Knowledge of the SellersCCR Parties, threatened against the Sellers CCR Parties and no such proceeding has been initiated or, to the Knowledge of the SellersCCR Parties, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the CCR Business Employees has occurred, is in progress or, to the Knowledge of the SellersCCR Parties, has been threatened in the past two (2) years.

Employment Matters. 7.4.1 Effective on the Closing Date, Buyer will offer to employ on an “at will” basis, each individual, listed on Schedule 7.4.1, who then remains an employee of Seller, which list may include individuals on workers’ compensation leave, disability leave or leave of absence on the Closing Date (a) The Sellers have all such employees being referred to herein as the “Offered Employees”; all such employees who accept such offer of employment being referred to herein as the “Transferred Employees” and all such employees who decline such offer of employment being referred to herein as “Excluded Employees”); provided that the offer of employment to the any person on leave shall be made when such person returns to active employment with Seller. Such employment with Buyer a complete and accurate list shall be effective as of the day following information the Closing Date and contingent on the Closing. Each offer of employment to an Offered Employee will be for a position located at a facility which would not cause such Offered Employee’s one-way daily commuting distance to work to either exceed fifty (50) miles or, if such Offered Employee’s one-way commute as of the date of this Agreement is fifty (50) miles or more, would increase such commuting distance by more than fifteen (15) miles, at a salary or wage at least equal to the then-current salary or wage, and with employee benefits provided to similarly situated employees of Guarantor as of the Closing. All such offers will be subject to and in compliance with Guarantor’s standard human resources policies and procedures, including execution and delivery of an invention, non-disclosure, non-competition and non-solicitation agreement and requirements for each Business Employee: employer; job title; location; proof evidencing a legal right to work in the offeree’s country of current employment and satisfactory completion of background and credit checks, as determined by Buyer at its reasonable discretion. Seller hereby agrees to waive any condition or restriction which it may have the contractual right to impose on the hiring and employment of employees by Buyer. After the date of hiring; this Agreement, with respect to each employee listed on Schedule 7.4.1 from whom Seller has received a signed release, Seller shall promptly provide Buyer with copies of the employment files of such employee to the extent not already provided to Buyer, and shall promptly provide any additional information about such employees upon Buyer’s reasonable request. Notwithstanding anything to the contrary, after the date of commencement this Agreement, Seller shall permit Buyer to contact and interview all employees listed on Schedule 7.4.1 at Seller’s premises during normal business hours in a commercially reasonable manner designed to minimize disruption to Seller’s operation of employment; the Business, and current compensation paid Seller shall cooperate fully with Buyer in all such respects. For a period of six (6) months following the Closing Date, Buyer will not reduce the salary or payablebase hourly wage rate of any Transferred Employee below the rate in effect immediately prior to the Closing Date. At least sixty Buyer’s obligations under this Section 7.4.1 shall not apply to an employee (60a) who fails to satisfy Guarantor’s standard human resources policies and procedures, including with respect to whom Buyer receives an unsatisfactory background or credit check, as determined by Buyer at its reasonable discretion or (b) for whom Buyer does not receive copies of employment files no later than seven (7) days prior to the applicable Closing, the Sellers . 7.4.2 Seller will provide to the Buyer the following information terminate employment of all Transferred Employees effective as of immediately prior to 11:59 p.m. on the Closing Date and pay such Closing Transferred Employees for all accrued but unused paid time off, including vacation, as of such time. Any such payment shall be made in accordance with Seller’s policy as of such time (provided, for the avoidance of doubt, in the event of any conflict or inconsistency between Seller’s policy and Seller’s obligations under the first sentence of this Section 7.4.2, Seller’s obligations under the first sentence of this Section 7.4.2 shall govern and control). 7.4.3 Except to the extent that such information can included in the Accrued Expenses, Seller will be generated at least sixty (60) days prior to such solely responsible for all pay and benefits of the Excluded Employees earned or incurred before or after the Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion pay and benefits of the Business being transferred Transferred Employees earned or incurred at such or before the Closing: service credit . Buyer will be solely responsible for purposes of vesting all pay and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy benefits of the Sellers)Transferred Employees (i) included in the Accrued Expenses or (ii) earned or incurred after the Closing. The parties agree parties’ respective obligations with respect to employee retirement plans and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not employee welfare plans will be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsSchedule 7.4.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information Effective as of the date day immediately preceding the Effective Time, the Company shall terminate any Company Benefit Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”), unless in the case of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior such Company Benefit Plan Parent provides written notice to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent Company that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information canCompany Benefit Plan shall not be generated at least sixty (60terminated. The Company shall provide Parent with evidence that all 401(k) days prior Plans have been terminated pursuant to such Closing) for each Business Employee whose services relate primarily to the portion resolution of the Business being transferred at such Closing: service credit for purposes Company’s Board of vesting Directors (the form and eligibility substance of which shall be subject to participate under any Employee Plan (including any vacation or other paid time off policy of review and approval by Parent) not later than the Sellers). The parties agree and acknowledge that, due to day immediately preceding the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingEffective Time. (b) Except The Company shall submit to the shareholders of the Company for approval (in a manner reasonably satisfactory to Parent), by such number of shareholders of the Company as set forth on is required by Section 3.13(b280G(b)(5)(B) of the Disclosure ScheduleCode, (i) none any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Business Employees is, or during the past two Code (2) years has been, represented by a union, labor organization or group (collectively, a “UnionSection 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld), such that was either voluntarily recognized or certified by any labor relations board; such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Effective Time, the Company shall deliver to Parent evidence satisfactory to Parent that (iiA) none a vote of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge shareholders of the Sellers, there are no currently filed petitions for representation Company was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite shareholder approval was obtained with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, payments and/or benefits that were subject to the Knowledge of shareholder vote (the Sellers“Sxxxxxx 000X Xxxxxxxxxxx Xxxxxxxx”), threatened in xx (X) that the past two (2) years; (iv) there is no unfair labor practice Section 280G Shareholder Approval was not obtained and as a consequence, that such payments and/or benefits shall not be made or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, provided to the Knowledge of the Sellersextent they would cause any amounts to constitute Section 280G Payments, threatened against the Sellers and no such proceeding has been initiated or, pursuant to the Knowledge waivers of those payments and/or benefits, which were executed by the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, affected individuals prior to the Knowledge of the Sellers, has been threatened in the past two (2) yearsshareholder vote.

Employment Matters. (a) The Sellers At the Closing, the Employment Agreement between GET USA and Kevin J. Burman ("Burman"), dated September 1, 2004, shall be deemed xxxxxxxxxx, xxd Bxxxxx shall have provided no continuing obligations under such Employment Agxxxxxxt, including, without limitation, under Sections 7, 8, 9 and 11. Seller acknowledges and agrees that Burman shall be employed exclusively by Purchaser from and after the Effective Date. In addition, GET USA shall waive its right to the Buyer a complete inventions, solely conceived and accurate list of the following information developed by Burman, as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of day immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion Burman's first day of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection empxxxxxxt with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingPurchaser. (b) Except Seller acknowledges that following the Closing, Purchaser intends to make offers of employment to the employees of Seller identified on Exhibit E hereto and agrees that the employees who accept such offer of employment with Purchaser (each, a "Transferred Employee") shall be employed exclusively by Purchaser as set forth on Section 3.13(b) of February 15, 2006 (the "Transfer Date"). Seller shall not take any action directly or indirectly that could reasonably be expected to negatively influence any employee's decision to accept employment with Purchaser. Each Transferred Employee shall receive credit from Purchaser, in accordance with the policies applicable to other employees of Purchaser, for accrued vacation as an employee of Seller as of the Disclosure Schedule, (iTransfer Date. Nothing in this Section 2.8(b) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by shall be construed to entitle any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory Transferred Employee to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened remain in the past two (2) years; (iv) there is no unfair labor practice employ of Purchaser or labor arbitration proceeding brought by or on behalf affect the right of Purchaser to terminate any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsTransferred Employee at any time.

Employment Matters. Except as described on Schedule 2.14, neither of the Fielding Companies is a party to any contract, express or implied, with any officer, director, employee, agent, consultant or other individual independent contractor (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information canwhich is not be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees terminable at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as option of such Closing. Fielding Company upon not more than 30 days' notice without liability or penalty; (b) Except as set forth on Section 3.13(b) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving such Fielding Company of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf nature of any of the Business Employees transactions contemplated by this Agreement; or (c) any of the benefits of which will be materially increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. There is not pending or, to the Knowledge knowledge of the SellersFielding Companies after due inquiry, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge either of the SellersFielding Companies any grievance, threatened in the past two (2) years; and (v) no labor dispute, walk outorganizational activity, strike, slowdown, hand billing, picketing, strike or work stoppage involving that affects or may affect the Business Employees business of such Fielding Company or that may disrupt its operations. Neither of the Fielding Companies is a party to any collective bargaining agreement. Except as noted on Schedule 2.14, there are no executive compensation plans, bonus plans, deferred compensation plans, employee stock purchase or stock option plans, health, life or disability insurance plans, or other employee benefit plans or arrangements, whether legally binding or in the nature of informal understandings, established or maintained by either of the Fielding Companies to which it is or may be obligated to contribute. With respect to each plan, if any, noted on Schedule 2.14 hereto, Fielding has delivered to Buyer true and complete copies thereof as amended to date and all records with respect thereto. Schedule 2.14 hereto is a true and complete list of all current salaried employees of Fielding and all current salaried employees of MB Packaging, together with the amount currently being paid to each such person on an annual basis. To the knowledge of the Fielding Companies after due inquiry, no officer or key employee of MB Packaging intends to terminate his or her employment with MB Packaging after the Effective Date of the MB Merger, and no officer or key employee of MB Packaging or Fielding intends to terminate his or her employment with Fielding after the Closing, and neither MB Packaging nor Fielding intends to terminate the employment of any of their respective officers or key employees. Neither of the Fielding Companies has any indemnification agreements with any of their respective officers or directors. Except as disclosed on Schedule 2.14, neither of the Fielding Companies has, nor has it ever had, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (the "ERISA") nor any employee pension benefit plans within the meaning of Section 3(2) of the ERISA nor any trust thereunder, nor any welfare plans or employee welfare benefit plans within the meaning of Section 3(1) of the ERISA. Neither of the Fielding Companies is presently, and has not ever been, a participating employer in any "multiemployer plan" as defined in Section 3(37) of the ERISA or Section 414(f) of the Code. With respect to each such employee benefit plan, employee pension benefit plan or employee welfare benefit plan listed on Schedule 2.14, (a) no Reportable Event as defined in the ERISA has occurred, is (b) Pension Benefit Guaranty Corporation ("PBGC") has not instituted proceedings to terminate any such plan, (c) the Fielding Company to which such plan relates has not incurred any liability to PBGC, nor has it instituted nor does it intend to institute proceedings to terminate or withdraw from such plan, and has not ceased nor does it intend to cease operations at a facility or facilities where such cessation has resulted or would result in progress or, to the Knowledge a separation from employment of more than 20% of the Sellerstotal number of employees of such Fielding Company, (d) each such plan has been threatened maintained and funded in accordance with its terms and with all provisions of the ERISA and of the Code applicable thereto, (e) neither of the Fielding Companies nor any 10% stockholder of either of the Fielding Companies nor the trustee of any of the plans has engaged in any Prohibited Transaction, as defined in the ERISA, with respect to any of the plans listed on Schedule 2.14, (f) there are no 13 proceedings instituted or threatened with respect to any of the plans listed on Schedule 2.14 by either the Internal Revenue Service, United States Department of Labor, or any participant or beneficiary, (g) Schedule 2.14 accurately sets forth all past two service liabilities arising from all employee benefit plans in which employees of either of the Fielding Companies have participated or with respect to which either of the Fielding Companies may be obligated, other than claims for benefits in the ordinary course of business and proceedings seeking qualified domestic relations orders, and (2h) yearsall accrued benefits under the plans are fully funded.

Employment Matters. (a) The Sellers have provided to Section 4.15(a) of the Buyer Disclosure Schedules sets forth as of the date hereof a complete and accurate list of the following information names of each Employee, together with their title or job classification, work location, employing entity, current annual salary and target annual cash bonus and commissions for 2017, if any. Except as set forth on Section 4.15(a) of the Disclosure Schedules, none of such persons has an employment Contract with any of the Seller Parties, the Singapore Subsidiary or the Delaware Subsidiary, which is not terminable on notice by the Seller Parties of thirty (30) days or less without cost or other liability to the Seller Parties. As of the date hereof, no Employee has advised the Seller Parties that he or she intends to terminate employment with the Seller Parties other than in the context of joining Buyer in connection with the transactions contemplated by this Agreement and the other Transaction Documents. (b) Section 4.15(b) of the Disclosure Schedules sets forth a list as of the date of this Agreement for each Business Employee: employer; job title; Agreement, separately by company and location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the names of all individuals who perform services for the Business being transferred at such Closing: service credit an annualized rate in excess of $50,000 per year as a consultant or an independent contractor. The Seller Parties represent that they have paid all of its employees, consultants, and independent contractors for purposes of vesting and eligibility to participate under any Employee Plan (all hours worked, including any vacation commissions, overtime, or other paid time off policy of the Sellerswages due, along with related Taxes (or have appropriately accrued for such amounts). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there There are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed oractions, to the Knowledge of the Sellerssuits, threatened in the past two (2) years; (iv) there is no unfair labor practice claims, investigations or labor arbitration proceeding brought by or on behalf of any of the Business Employees other legal proceedings pending or, to the Knowledge Seller Parties’ Knowledge, threatened by any Employee against the Seller Parties, the Singapore Subsidiary or the Delaware Subsidiary. (c) The Seller Parties, the Singapore Subsidiary and the Delaware Subsidiary are not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of the SellersEmployees. Since the Balance Sheet Date, threatened against the Sellers and no such proceeding there has been initiated ornot been, nor, to the Knowledge of the SellersSeller Parties’ Knowledge, threatened in the past two (2) years; and (v) no labor disputehas there been any threat of, walk out, any strike, slowdown, hand billingwork stoppage, picketinglockout, concerted refusal to work overtime or work stoppage involving other similar labor activity or dispute affecting the Business Employees has occurredSeller Parties, is the Singapore Subsidiary, the Delaware Subsidiary or any of the Employees. (d) The Seller Parties, the Singapore Subsidiary and the Delaware Subsidiary are in progress or, compliance with all applicable Laws pertaining to employment and employment practices to the Knowledge extent they exclusively relate to the Employees, including but not limited to provisions relating to wages, overtime, expenses, sick time, leaves, contributions, classification of contractors and employees, reductions in force, hours, meal and rest periods, equal opportunity laws, collective bargaining and the Sellerspayment of Social Security and other taxes, has been threatened except to the extent non-compliance would not result in a Material Adverse Effect. (e) The representations and warranties set forth in this Section 4.15 are the past two (2) yearsSeller Parties’ sole and exclusive representations and warranties regarding employment matters.

Employment Matters. (a) The Sellers have provided to the Buyer a complete and accurate list of the following information shall offer employment, effective as of the date Closing Date, to those employees of this Agreement the Sellers engaged or employed in the operation of the Purchased Assets or the Residential Business as set forth on Schedule 4.16 (except for any such Person set forth therein that (i) is not employed by a Seller as of the Closing Date because such Person has voluntarily terminated his or her employment with any of the Sellers or (ii) has been terminated by a Seller prior to the Closing Date) at a comparable job and at a rate of base pay commensurate with each Business such Transferred Employee: employer's pay immediately prior to the Closing Date; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At provided, however, that Buyer may notify the Company, at least sixty (60) three business days prior to the applicable ClosingClosing Date, the Sellers will provide of up to four of such employees to whom the Buyer does not wish to make such an offer of employment, and the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information canBuyer shall not be generated at least sixty (60) days prior obligated to make an offer to those employees specified in such Closing) for each Business Employee whose services relate primarily notice. Those employees of Sellers who accept such offers of employment are referred to the portion herein as "Transferred Employees". Upon request of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily Sellers shall provide the Buyer reasonable access to data (including computer data) regarding the portion ages, dates of hire, compensation and job description of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingTransferred Employees. (b) Except as The Buyer shall assume and be solely responsible for any severance costs in accordance with the Sellers' policies regarding severance payments (which Sellers have previously disclosed to Buyer) associated with the termination of the employment of any of the employees set forth on Section 3.13(b) of the Disclosure Schedule, Schedule 4.16 (except for any such Person set forth therein (i) none of the Business Employees is, who have voluntarily terminated his or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement her employment with any Union; (iii) to the Knowledge of the Sellers, there (ii) who do not receive offers of employment from Buyer in accordance with the proviso in Section 7.2(a) or (iii) who are no currently filed petitions for representation otherwise entitled to severance benefits pursuant to the Sellers' policies because they do not accept such offers of employment from Buyer and, therefore, are not Transferred Employees. The Buyer shall discharge all Liabilities and claims based on occurrences or conditions first occurring or commencing on or after the Closing Date with respect to Transferred Employees arising out of their employment with the formation Buyer after the Closing Date, including, but not limited to, any claims arising out of any Employee Plan maintained by the Buyer. (c) At Closing, the Buyer shall make available or establish a collective bargaining unit involving group major medical plan for the Transferred Employees and their dependents. The Buyer shall credit the Transferred Employees with all service recognized by any Seller under employee plans as service with the Buyer for purposes of eligibility to participate and vesting under all employee benefit plans, programs and policies of the Business Employees and no such petitions for representation have been filed orBuyer, to whether now existing or hereafter adopted (the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years."Buyer Plans"

Employment Matters. (a) The Sellers have provided Section 8.10(a(i)) of the Disclosure Letter sets forth a list of all employees of each Company and each Seller and their respective Affiliates (other than the Companies) to whom Buyer or an Affiliate of Buyer will offer employment in accordance with the terms of this Section 8.10(a) (collectively, “In-Scope Employees”). Immediately prior to the Buyer Closing, Sellers shall cause the RW Company to transfer the employment of all employees who are employed by the RW Company to UQF or an Affiliate of UQF (other than a complete and accurate list Company). The Buyers or any of the following information their respective Affiliates shall make an offer of employment to (i) each In-Scope Employee who is in active status as of the date of this Agreement for Closing Date, and (ii) each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid inactive In-Scope Employee who returns to service following the Closing Date but on or payable. At least sixty (60) days prior to the applicable ClosingTransfer Date, in the case of clauses (i) and (ii), which employment would commence on a date no later than ninety (90) days following the Closing Date (such date, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers“Transfer Date”). The parties agree Sellers and acknowledge that, due their respective Affiliates shall continue to employ the In-Scope Employees through the day prior to the timing Transfer Date, consistent with the terms of the deliveries contemplated Transition Services Agreement, and shall not terminate any In-Scope Employee during such period, other than for cause upon one (1) Business Day advance notice to the Equity Buyer, and promptly will notify the Equity Buyer of any In-Scope Employee who resigns between the Closing Date and the Transfer Date. Any In-Scope Employee who is not in active status as of the Closing Date or as of the Transfer Date shall remain employed by the preceding sentenceSellers and their respective Affiliates and the Buyers shall only be required to, and as a result or cause their respective Affiliates to, make an offer of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant employment to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide an inactive In- Scope Employee if such inactive In-Scope Employee returns to active status on or prior to the Buyer, for each Business Employee whose services relate primarily Transfer Date. The parties shall cooperate between the Closing Date and the Transfer Date to ensure that the portion Equity Buyer has all reasonably requested information needed to make offers of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing.employment (b) Except as set forth Beginning on Section 3.13(b) of the Disclosure ScheduleClosing Date and continuing until not later than the day before the Transfer Date, the Sellers shall, or shall cause their applicable Affiliates to, (i) none of continue to employ the Business In-Scope Employees isand provide payroll services for such In-Scope Employees, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; and (ii) none allow the In-Scope Employees to participate in the Seller Employee Benefit Plans in accordance with the terms of the Business Employees isSeller Employee Benefit Plans, in the case of clauses (i) and (ii) unless the employment of such In-Scope Employee is terminated for cause or such In-Scope Employee resigns or dies. The Sellers shall, or during shall cause their applicable Affiliates, to terminate the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to participation of each Continuing Employee in all Seller Employee Benefit Plans not later than the Knowledge of day before the Sellers, there are no currently filed petitions for representation Transfer Date. Except with respect to the formation In- Scope Employees as set forth in this Agreement or the Transition Services Agreement, the Buyers and their respective Affiliates (including the Companies) shall not have any liability with respect to any Seller Employee Benefit Plan, and the Sellers shall retain all such liabilities, costs, and expenses with respect to the Seller Employee Benefit Plans, irrespective of when they arise. To the extent that any costs, expenses, or liabilities under the Seller Employee Benefit Plans are imputed to Buyers or any Affiliate of Buyers, other than as contemplated under this Agreement or the Transition Services Agreement, the Sellers shall indemnify Buyers and/or their respective Affiliates with respect to such costs, expenses, or liabilities. (c) The Sellers shall be responsible for offering coverage under COBRA to any In- Scope Employee and/or qualified beneficiaries of In-Scope Employees for whom a collective bargaining unit involving “qualifying event” under COBRA occurs on or after the Closing, but prior to the Transfer Date (the “COBRA Participants”). The Buyer Parties shall be obligated to reimburse Sellers for the aggregate amount of any group health plan reimbursements paid under any of the Business Employees and no such petitions for representation have been filed or, Seller’s group health plans with respect to any COBRA Participants to the Knowledge extent to which such reimbursements exceed the aggregate amount of COBRA premiums paid by the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCOBRA participants.

Employment Matters. (a) The Sellers have provided Prior to the Buyer a complete and accurate list Closing, Seller has terminated the employment of the following information as Transferred Employees. As of the date Closing, each of this Agreement the Transferred Employees has accepted employment with Purchaser, it being understood that each Transferred Employee will be an “at will” employee of Purchaser, subject to Purchaser’s employment policies. Seller shall be responsible for each Business Employee: employer; job title; location; date the payment of hiring; date of commencement of employment; all compensation and current compensation paid other benefits payable to, or payable. At least sixty (60) days accrued in respect of, all such Transferred Employees for all times prior to the applicable ClosingClosing Date or, if earlier, the Sellers will provide to the Buyer the following information as termination of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan their employment by Seller (including any all accrued vacation or other and paid time off policy of the Sellersoff). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except All Transferred Employees will be offered such employee benefits as set forth on Section 3.13(bPurchaser, in its sole discretion, shall determine; provided, however, Purchaser shall provide such Transferred Employees with compensation and benefits that are substantially comparable in the aggregate to those in effect for such Employees immediately prior to the Closing Date. (c) of Purchaser shall be responsible for the Disclosure Schedule, Limited Employee Assumed Liabilities. (d) With respect to employment Tax matters: (i) none Seller and Purchaser shall agree to elect the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), W-4 (Employee’s Withholding Allowance Certificate), and W-5 (Earned Income Credit Advance Payment Certificate) with respect to each Transferred Employee as described in Section 4 of the Business Employees isRevenue Procedure 2004-53, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board2004-34 I.R.B. 320; (ii) none Seller, as the predecessor employer, shall provide Forms W-2 to all Transferred Employees reflecting all wages paid and Taxes withheld by Seller for the portion of the Business calendar year beginning January 1, 2011 and ending on the day before the Closing Date, and Purchaser, as the successor employer, shall provide all required Forms W-2 to all Transferred Employees is, or during reflecting all wages paid and Taxes withheld by Purchaser as the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Unionsuccessor employer for the portion of the calendar year in which the Closing occurs beginning on the Closing Date; (iii) Seller shall keep on file all IRS Forms W-4 and W-5 provided to them by the Knowledge of Transferred Employees for the Sellers, there are no currently filed petitions for representation period required by applicable Laws concerning record retention and Purchaser will obtain new IRS Forms W-4 and W-5 with respect to the formation of a collective bargaining unit involving any of the Business Employees each Transferred Employee; and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought Seller and Purchaser shall work in good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all Transferred Employees in all appropriate jurisdictions. Seller and Purchaser agree that the transactions contemplated by or on behalf this Agreement shall not constitute a “separation of service” for any Transferred Employee for purposes of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers Code section 409A and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsTreasury Regulation section 1.409A-1(h)(4).

Employment Matters. (a) The Sellers have provided to Beyond what was shown in the Buyer due diligence: 3.22.1 Exhibit E includes a complete and accurate list of (a) the names, titles and annual compensation entitlements and other compensation entitlements (including non-cash fringe benefits) of all Persons employed or engaged by the Target Corporation on a full or part-time basis and all persons (other than lawyers and external chartered accountants) who provide consulting or other services to the Target Corporation on a full or part-time basis, including all individuals who may be considered to be employees pursuant to Applicable Laws, notwithstanding that they may have been laid off or terminated or on a short term, long term or parental leave, together with the location of their employment, and (b) the date each such Person was hired or retained. 3.22.2 Since the date that is one (1) year prior to the date hereof, in addition to the updating of the minimum wage introduced by law, (x) there has not been any increase in the rate of compensation payable or to become payable by the Target Corporation to a director, employee or officer of the Target Corporation (other than standard increases in connection with general, regularly-scheduled reviews consistent with past practice in respect of employees); (y) there has been no loan made to, nor grant of security nor guarantee to, or payment, grant or accrual of any bonus payment, retention payment, incentive compensation payment, service award payment, or other similar payment to a director, employee or officer of the Target Corporation; and (z) there have been no changes to the compensation structure applicable to any director, employee or officer of the Target Corporation. 3.22.3 The Purchaser has been provided with true and complete copies of any Contracts for the employment or engagement of any officer, director, consultant or employee of the Target Corporation. 3.22.4 The Target Corporation has not entered into any Contract or made any arrangements with any of its employees or service providers which could reasonably be expected to have the effect of depriving it of the continued services of any such Persons following information the Closing Date. As far as the Vendor knows, none of the employees of the Target Corporation currently intends to resign their employment. 3.22.5 The Target Corporation is not a party to any collective bargaining agreement nor subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending or threatened strikes or lockouts or any charge of unfair labour practice. The Target Corporation has not experienced any work stoppage. 3.22.6 There are no material Claims for wrongful dismissal, constructive dismissal or any other material Claim, actual, pending or threatened, or any litigation, actual, pending or threatened, relating to employment or termination of employment of employees or independent contractors of the Target Corporation. 3.22.7 Each Governmental Authority has, in all material respects, operated in accordance with all Applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or threatened proceedings before any Governmental Authority with respect to any employment or labour matters. 3.22.8 All officers, directors, consultants, employees or any other engaged by the Target Corporation are covered by a valid work accident insurance, updated with all amounts paid. 3.22.9 The Target Corporation is in compliance with all occupational health and security regulations, occupational health and security services are organized, employees consultation in the area of occupational health and safety has taken place, risk assessment was done for all workstations and all recommendations in the reports of each of the workstations were followed. 3.22.10 All legal procedures to terminate employment and service providers contracts in the last 12 months have been followed by the Target Corporation. 3.22.11 The admission of all foreign employees was communicated to the competent national authorities, the Target Corporation keeps an updated record of the residence permit of such employees and there are no foreign employees with an expired residence permit, or to be expired in the next six months, currently working at any Target Corporation. 3.22.12 No officers, directors, consultants, employees, service providers or any other engaged by the Target Corporation have holidays days due in a material amount and not enjoyed from before 2022. 3.22.13 No officers, directors, consultants, employees, service providers or any other engaged by the Target Corporation are entitled to any overtime or compensatory rest from before 2022. 3.22.14 Records of work time, overtime, holidays, disciplinary action, work accidents and vocational training are kept since the date of this Agreement for each Business Employee: employer; job title; location; date admission of hiring; date of commencement of employment; any officers, directors, consultants, employees, service providers or any other engaged by the Target Corporation. 3.22.15 The Target Corporation was not served with a notice issued by the competent national authorities in the past 8 years regarding labour or employment violations. 3.22.16 The registration and current compensation paid or payable. At least sixty (60) days prior payment to the applicable Closingsalary guarantee fund of all employees are complete and updated on the Target Corporation. 3.22.17 All officers, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: directors, consultants, employees, service credit for purposes of vesting and eligibility to participate under providers or any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated engaged by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees Target Corporation have completed the legally required vocational training under Applicable Laws in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closinglast 5 years. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers3.22.18 Other than those reflected in Exhibit I, there are no currently filed petitions for representation tax or social security debts relating to any officers, directors, consultants, employees or any other engaged by the Target Corporation. 3.22.19 The Target Corporation has complied with respect to the formation all Applicable Laws regarding prohibition of a collective bargaining unit involving any of the Business Employees discrimination and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsharassment.

Employment Matters. (a) The Sellers have provided With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, maintained from and after the Closing by Buyer or any of its ERISA Affiliates (including, after the Closing, the Company) and any vacation, paid time off and severance plans, but excluding any equity based plan of Buyer or its ERISA Affiliates, and to the extent permissible under such benefits of Buyer a complete and accurate list its ERISA Affiliates, for all purposes, including determining eligibility to participate, level of benefits, vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plan), each Continuing Employee’s service with the following information Company shall be treated as service with Buyer or its ERISA Affiliates; provided, however, that such service will not be recognized to the extent that (i) such recognition would result in any duplication of benefits or (ii) such service was not recognized by the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days Company immediately prior to the Closing under the applicable similar benefit plan. (b) To the extent lawful and to the extent permitted under the welfare benefit plans maintained by Buyer or its ERISA Affiliates, Buyer shall, or shall cause its ERISA Affiliates (including, after the Closing, the Sellers Company) to waive, or cause to be waived, any pre-existing condition limitations or exclusions and waiting periods under any welfare benefit plan maintained by Buyer or any of its ERISA Affiliates (including, after the Closing, the Company) in which Continuing Employees (and their eligible dependents) will provide be eligible to participate from and after the Buyer the following information as of immediately prior to such Closing (Closing, except to the extent that such information can be generated at least sixty (60) days pre-existing condition limitations or exclusions and waiting periods would not have been satisfied or waived under the comparable benefit plan of the Company immediately prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (bc) Except as set forth on If requested by Buyer in writing at least three days prior to Closing, the Company shall cause there to be adopted, prior to Closing, resolutions terminating any Employee Plan intended to be a deferred arrangement under Section 3.13(b401(k) of the Disclosure ScheduleCode. If any such Employee Plan is terminated, Buyer shall take all steps reasonably necessary or appropriate so that, as soon as practicable following the Closing Date, participants in any such plan are permitted to take a distribution or (iif then employed by buyer or an ERISA Affiliate of Buyer) none to roll over their benefits under that plan to one or more defined contribution plans sponsored by Buyer or its ERISA Affiliates. (d) Nothing in this Section 6.2, whether express or implied, shall be treated as creating a benefit plan, an amendment or other modification of any Employee Plan of the Business Company or its ERISA Affiliates or any benefit plan maintained by Buyer or any of its ERISA Affiliates (including, after the Closing, the Company). Nothing in this Section 6.2, whether express or implied, shall diminish Buyer’s or its ERISA Affiliates’ (including, after the Closing, the Company) right to amend and/or terminate any benefit at any time or from time to time. The representations, warranties, covenants and agreements contained herein are for the sole benefit of the parties hereto, and the Continuing Employees isare not intended to be and shall not be construed as beneficiaries hereof. (e) Nothing in this Agreement, whether express or implied, shall be deemed to create any Contract with any employee or create any right or entitlement to continued employment with Buyer or any of its Affiliates (including, after the Closing, the Company) or interfere with Buyer’s or any of its Affiliates’ (including, after Closing, the Company) right to terminate the employment of any employee at any time. (f) This Section 6.2 will not create any third-party beneficiary rights, nor will it be enforceable by any employee, any person representing the interest of employees, or during any spouse, dependent or beneficiary of any employee, nor will anything herein be deemed an amendment to any employee benefit plan. This Section 6.2 is solely an agreement between and for the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none benefit of the Business Employees isparties to this Agreement and will be enforceable by them. No term of this Agreement will be deemed to create any Contract with any employee or to give any employee the right to be retained in the employment of the Company or any of its Affiliates (including, after the Closing, Buyer and its Affiliates), or during the past two (2) years has been, a signatory to or bound by a Collective Agreement interfere with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees Company or any of its Affiliates’ (including, after the Closing, Buyer and no such petitions for representation have been filed or, its Affiliates) right to terminate the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf employment of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsemployee at any time.

Employment Matters. (a) The Sellers have Seller has previously provided to the Buyer a complete and accurate list of all persons who are employees of the following information Company as of the date of this Agreement hereof, which sets forth for each Business Employee: employer; job title; location; such individual, as of a date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty no earlier than five (605) business days prior to the applicable ClosingClosing (and which shall be updated to be current and accurate as of the Effective Time), the Sellers will provide following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) whether the employee is exempt or non-exempt; (v) current annual base or hourly compensation rate, as the case may be; (vi) commission, bonus or other incentive-based compensation; (vii) a description of the fringe benefits provided to each such individual as of the date hereof; (viii) a description of any severance compensation to which any employee is entitled upon termination from the Company; and (ix) accrued and unused vacation and/or sick leave for each employee. As of the date hereof, all compensation, including wages, commissions and bonuses, payable to employees, consultants, or contractors of the Company for services performed on or prior to the Buyer date hereof have been paid in full (or accrued in full on the unaudited balance sheet contained in the Statement of Closing Date Working Capital), except that accrued bonuses will be paid by Seller on the next applicable payroll date and the bonuses to Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx Xxxxx and Xxx Xxxxxxx (described below) will be paid by Seller as agreed. To Seller’s Knowledge (excluding the knowledge of the following information as named executives), none of immediately prior Xxxxx Xxxxxx, Xxxxxx Xxxx or Xxxxxxxxxxx Xxxxx has entered into any agreement for the purpose of, or otherwise have any intention of, terminating his or her employment with the Company. Seller has agreed to pay to Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx Xxxxx and Xxx Xxxxxxx specific bonus consideration based on the successful closing of the transactions contemplated under this Agreement, and the financial terms of such Closing (agreements have been disclosed to Buyer. Seller has not agreed to pay any other consideration to the extent that such information can be generated at least sixty (60foregoing individuals other than as disclosed on Section 3.19(a) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility Disclosure Schedules or as disclosed pursuant to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence. Except for such bonus consideration payable to Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx Xxxxx and as a result of ordinary course personnel turnoverXxx Xxxxxxx, certain individuals who there are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closingno outstanding agreements, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion understandings or commitments of the Business being transferred at such ClosingCompany with respect to any special commissions, data bonuses or increases in compensation relating to the amount successful closing of sick and vacation leave the transactions contemplated under this Agreement or that is accrued but unused as of such Closingare to take effect after the Closing Date that are not consistent with past practice. (b) Except as set forth on in Section 3.13(b3.19(b) of the Disclosure ScheduleSchedules, (i) none of the Business Employees isCompany is not a party to, or during the past two (2) years has beenbound by, represented by any collective bargaining or other agreement with a labor organization, union, labor organization or group work council (collectively, a “Union”) that was either voluntarily recognized representing any of its Employees. Since January 1, 2013 there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or certified other similar labor activity or dispute affecting the Company. (c) The Company is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as consultants or contractors are properly treated as independent contractors under all applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no Actions against the Company pending, or to Seller’s Knowledge, threatened to be brought or filed, by or with any labor relations board; (ii) none Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Business Employees isCompany, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or during the past two any other employment related matter arising under applicable Laws. (2d) years The Company has been, a signatory to or bound by a Collective Agreement with not taken any Union; (iii) action prior to the Knowledge of date hereof that would trigger the Sellers, there are no currently filed petitions for representation WARN Act with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCompany.

Employment Matters. (a) The Sellers have On or prior to the Closing Date, the Seller shall transfer the employment of all of the Business Employees to the Company, and shall cause the Company to employ the Business Employees, under terms and conditions of employment that are the same in all material respects as those in effect immediately before such transfer of employment. No provision of this Agreement will create any third party beneficiary rights to any person, including, without limitation, any Business Employee, any representative of a Business Employee, or any dependent of such a Business Employee, including, without limitation, with respect to continued employment or resumed employment, employee benefits or any other matter. (b) With respect to the Business Employees, the Purchaser agrees: (i) for the 18-month period following the Closing Date, to provide cash compensation levels and employee benefits, without regard to equity compensation, which are substantially comparable, in the aggregate, to those made available to such Business Employee immediately prior to the Closing; (ii) to waive or use commercially reasonable efforts to cause the applicable insurers to waive any limitations regarding pre-existing conditions, exclusions and waiting periods under any plan that provides for medical benefits maintained by the Purchaser or any of their Affiliates for the benefit of such Business Employee; (iii) for all purposes (excluding benefit accruals under defined benefit pension plans) under all benefit plans of the Purchaser or its Affiliates, including, but not limited to, any plan that provides for vacation, paid-time-off or severance benefits, in which such Business Employee is eligible to participate, to treat all service by the Business Employee provided to the Buyer a complete Business before the Closing Date as service provided to the Company, the Purchaser and accurate list their Affiliates, provided that the foregoing shall not result in the duplication of benefits; and (iv) to recognize any unused sick, vacation or personal leave days that such Business Employee has accrued as of the Closing Date for purposes of the vacation plan or policies of the Purchaser or its Affiliates. (c) Without limiting the scope of Section 8.7(b), should the employment of any Business Employee be terminated by the Purchaser or its Affiliates during the 18-month period following information the Closing, the Purchaser shall provide such Business Employee severance payments and benefits in an amount no less than that to which the Business Employee would have been entitled pursuant to the terms of the Severance Pay Plan set forth in Section 8.7(c) of the Seller Disclosure Schedule applicable to such employee immediately prior to the Closing (taking into account both pre-Closing and post-Closing service performed by such Business Employee, and without regard to the ability of the plan administrator thereunder to reduce the severance levels). (d) The Purchaser acknowledges that the Seller has entered into retention/severance agreements and arrangements (the “Retention/Severance Agreements”) with certain Business Employees, as listed on Section 8.7(d) of the Seller Disclosure Schedule. For the purposes of clarity, the Seller shall not assign to the Company as part of the Reorganization, and shall otherwise remain solely responsible for and pay to such Business Employees as and when due any obligations or liabilities relating to, such agreements and arrangements; provided that the Purchaser shall be responsible for severance payments and benefits which would otherwise be payable to such Business Employees pursuant to Section 8.7(c) of this Agreement in the absence of the Retention/Severance Agreements. (e) Upon or as soon as practicable after the Closing, the Purchaser shall cause to be maintained for the benefit of the Business Employees a defined contribution plan intended to be qualified under Section 401(a) of the Code which includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Purchaser’s 401(k) Plan”). As soon as practicable thereafter, and if requested by a Business Employee, the Seller or one of its Affiliates shall take all actions necessary to initiate a transfer of eligible rollover distributions as defined in section 401(a)(31) of the Code, from the tax-qualified 401(k) plan maintained by the Seller or its Affiliates in which the Business Employees participate, to the Purchaser’s 401(k) Plan, and the Purchaser shall cause its 401(k) Plan to accept such rollover. Individual account balances shall be valued as of the date of this Agreement for each Business Employee: employer; job title; location; transfer, and the transfer shall be in cash or in kind, as determined by the Seller, except that outstanding loan balances shall be transferred in the form of notes or other documentation evidencing such loans. Notwithstanding the foregoing, Seller and Purchaser may mutually agree following the date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days hereof, but prior to the applicable Closing, to provide for a trust-to-trust transfer of the Sellers will provide account balances of Business Employees under the 401(k) Plan maintained by the Seller to the Buyer Purchaser’s 401(k) Plan. (f) The Seller shall remain solely responsible for, and neither the following information as Purchaser nor the Company shall be responsible for any health, disability or workers’ compensation claims in respect of immediately prior to such the Business Employees (or their beneficiaries and dependents) based on or arising out of facts, circumstances, actions or events occurring on or before the Closing (Date, but only to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to not properly accrued or reserved for in the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion calculation of the Business being transferred at Final Net Working Capital, with all such Closing: service credit for purposes of vesting and eligibility claims so properly reserved or accrued to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated be assumed by the preceding sentenceCompany from and after the Closing. Workers' compensation claims based on or arising out of facts, and as a result of ordinary course personnel turnovercircumstances, certain individuals who actions or events occurring on or before the Closing Date which by statute are identified as Business Employees in connection with covered under the deliveries contemplated Insurance Policies shall be administered by the Seller under the terms and conditions of those policies and adjusted by the appropriate third party administrator appointed by the Seller to manage such claims. Nothing in the immediately preceding sentence may not be Business Employees at shall relieve the applicable Closing, and certain individuals who are not identified as Business Employees in connection with Purchaser of responsibility for the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered cost of claims that it has otherwise assumed pursuant to this Section 3.13(a8.7(f). (g) The Purchaser shall cause the Company to be considered a breach of any responsible for the provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide “COBRA” coverage under part 6 of Title I of ERISA with respect to the Buyer, Business Employees for each Business Employee whose services relate primarily to “qualifying events” occurring after the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (bh) Except as set forth on Section 3.13(b) of The Purchaser shall cause the Disclosure Schedule, (i) none Company to assume and maintain the Seller’s bonus plan in respect of the Business Employees isas described in Section 8.7(h) of the Seller Disclosure Schedule and pay bonuses thereunder (the “Business Employee Bonuses”) in respect of the full calendar year in which the Closing occurs in the amounts and manner that such bonuses would have been payable had the transactions contemplated by this Agreement not occurred. (i) Except as otherwise provided in this Section 8.7, neither the Purchaser nor any of its Affiliates shall adopt, become a sponsoring employer of, or during the past two (2) years has been, represented by a union, labor organization have any liabilities or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation obligations with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsSeller Benefit Plans.

Employment Matters. (a) The Sellers have Except as provided otherwise in a written agreement, Parent and Purchaser shall be under no obligation to employ or continue to employ any individual for any period. It is understood and agreed among the Buyer a complete and accurate list of the following information parties that Purchaser will offer employment effective as of the date close of this Agreement for each Business Employee: employer; job title; location; date business on the Closing Date to only those other employees of hiring; date the Company set forth on Schedule 6.1 (the "Employees") in connection with the purchase of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior the Assets, subject to the applicable Closingsatisfaction of the conditions set forth in the Purchaser's offer letters, including the Purchaser's completion of background checks and other pre-employment procedures with respect to such employees and such employees' execution of the relevant documents relative to such employees' respective positions with the Purchaser. The Purchaser's employment of the Employees shall be on an "at-will" basis and on such other terms and conditions of employment as the Purchaser shall offer in its sole discretion. Those Employees who accept Purchaser's offer of employment and who commence working with the Purchaser shall be referred to hereinafter as the "Transferred Employees." (b) With respect to each Transferred Employee, on the Closing Date the Company hereby waives and releases each such individual from non-competition covenants enforceable by the Company with respect to the employment, activities or other conduct of such individuals after their termination of employment with the Company (other than the obligation not to disclose confidential or proprietary information of the Company and its Affiliates). (c) Except as otherwise provided in this Agreement, the Sellers will provide Company shall be solely responsible for any and all liabilities in respect of employees and other personnel of the Business, including the Transferred Employees, and their beneficiaries and dependents, relating to or arising out of or in connection with (i) the Buyer employment or the following information as actual or constructive termination of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion employment of any employee of the Business being transferred at such Closing: service credit for purposes by the Company (including in connection with the consummation of vesting and eligibility the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate under in or to accrue compensation under, any Employee Plan plan or plans and (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including any vacation or other paid time off policy of the Sellersdeferred compensation). The parties agree Company shall be solely responsible for meeting and acknowledge that, due to the timing Purchaser and the Parent shall have no liability in respect of any obligations under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the deliveries contemplated by Code in respect of each of Seller's employees who incur a "qualifying event" on or before the preceding sentence, and Closing Date or as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries transactions contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closinghereby. (bd) Except to the extent included in the Assumed Liabilities, the Purchaser and the Parent 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 Employees or any other Person may have accrued up to and including the Closing Date as set forth on Section 3.13(b) a member, officer, employee, independent contractor, agent, representative or other personnel of the Disclosure Schedule, Company or otherwise. (ie) none The Company agrees to provide coverage to qualified beneficiaries who are already receiving health and/or dental coverage on the Closing Date under Section 4980B of the Business Employees is, or during the past two Code (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iiihereinafter "COBRA") to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect extent required under COBRA. The Company agrees to offer health and/or dental coverage to the formation of a collective bargaining unit involving any of extent required under COBRA to individuals whose qualifying event occurs before or on the Business Closing Date. The Purchaser agrees to offer health and/or dental coverage as required under COBRA to Transferred Employees and no such petitions for representation have been filed or, whose qualifying event occurs after the Closing Date to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsextent required under COBRA.

Employment Matters. (a) The Sellers have provided shall deliver an updated Employee List to Purchaser in the event that (i) the employment with IHE of any Subject Employee is terminated, or (ii) any individual who is not listed on the Employee List becomes a Subject Employee. Prior to the Buyer a complete and accurate list Platform Closing, Purchaser may, at its sole discretion, extend offers of employment to all or any portion of the following information Subject Employees; provided, however, that notwithstanding the foregoing, Purchaser hereby agrees to extend offers of employment to at least twenty-five (25) of the Subject Employees effective as of the date Platform Closing. All offers of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior employment to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated made by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered Purchaser pursuant to this Section 3.13(a6.04(a) shall be considered a breach made contingent upon and effective as of the Platform Closing. The individuals who accept such offers of employment from Purchaser are hereafter collectively referred to as the “Transferred Employees.” To the extent requested by Purchaser, Sellers shall provide Purchaser with reasonable access to each Subject Employee listed on the Employee List between the date hereof and the Platform Closing Date, and neither IUBT or IHE nor any of their Affiliates shall directly or indirectly interfere with any attempt by Purchaser to make an offer of employment to any such Subject Employee or otherwise take any action which might reasonably be expected to cause such Subject Employee to disfavor or decline any such offer of employment. The terms of the Transferred Employees’ employment shall be upon such terms and conditions as Purchaser, in its sole discretion, shall determine. Except as described in the next sentence of this Section 6.04(a), the employment of each Transferred Employee with Sellers shall be terminated, and the employment of each such Transferred Employee with Purchaser shall commence, immediately upon the Platform Closing Date. In the case of any provision employee who is absent from active employment and receiving workers’ compensation benefits or any such individual on short term disability or approved leave of this Agreement. Furtherabsence, within ten (10) Business Days following and who accepts Purchaser’s offer of employment prior to the applicable Platform Closing, the Sellers will provide employment of such individual with Purchaser shall commence upon the date of his or her return to the Buyeractive work, for each Business and such employee shall become a Transferred Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingdate. In the event that the employment of any Transferred Employee with the Purchaser is terminated by the Purchaser without cause (other than on account of death or disability) within one (1) year following the Platform Closing Date, Purchaser shall provide such Transferred Employee with an amount at least equal to the cash severance that would have been paid to such Transferred Employee by the Sellers had such termination occurred immediately prior to the Platform Closing Date. (b) Except as set forth on Where applicable, Purchaser agrees to credit each Transferred Employee for his or her years of service with any Seller and its Affiliates before the Platform Closing Date for all purposes under each employee benefit plan to be provided by Purchaser to such Transferred Employee, to the same extent such service was recognized under a similar plan of either Seller or its Affiliates immediately prior to the Platform Closing Date, except where such service credit would result in a duplication of accrual of benefits. For purposes of this Section 3.13(b6.04(b), “employee benefit plans” means any defined contribution pension plans (i.e., 401(k) savings plan), health insurance benefits (medical and dental), disability benefits, severance benefits, personal time-off and vacation, but explicitly excludes any defined benefit pension plans and any post- retirement welfare benefits plans and arrangements. Section 6.04(b) of the Platform Disclosure ScheduleSchedules sets forth the years of service credited under each Seller Benefit Plan to each Subject Employee. For the avoidance of doubt, (i) none Sellers shall remain Liable for the payments of the Business Employees is, or during the past two (2) years has been, represented any accrued but unused vacation days not taken by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) Transferred Employee prior to the Knowledge of Platform Closing Date and, shall, promptly following the SellersPlatform Closing Date, there are no currently filed petitions for representation pay to each Transferred Employee all wages, salaries, bonuses (if any) and other compensation accrued prior to the Platform Closing Date with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, service completed prior to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsPlatform Closing Date.

Employment Matters. (a) The Sellers Schedule 4.12 sets forth the name of each employee (other than the vice president of sales and marketing) of Synthon as of September 30, 2005 with responsibilities in the detailing of the Product to physicians or other customers including employees with responsibilities for communications with managed care organizations, long-term care providers, Federal and state governmental agencies and other institutions to which the Product is marketed or sold), together with the annual compensation and bonus paid to each such employee from February 1, 2004 to September 30, 2005. Schedule 4.12 also includes a true and complete description of (a) each incentive compensation plan or other compensation plan, including any retention bonus plan, currently in effect or in effect since January 1, 2004 in which such employees currently participate or have provided participated since January 1, 2004, (b) all employment agreements, whether oral or written, to which Synthon or any Affiliate and any of such employees are parties and a description of the terms and conditions applicable to current at-will employment arrangements to which such employees are subject and (c) each “multiemployer pension plan,” “employee welfare benefit plan” or “employee pension benefit plan” (as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended to date and the regulations promulgated thereunder (“ERISA”) and referred to collectively hereinafter as “ERISA Plans”) covering any of such employees or which covered any of such employees from January 1, 2004 to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payablehereof. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to To the extent that such information can be generated at least sixty (60) days prior to such Closing and JDS hires employees of Synthon as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, Section 6.9 and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with such employment offers incentive compensation or retention bonuses which credit employees for service to Synthon under comparable Synthon incentive compensation or bonus programs, payments of incentive compensation or retention bonuses shall be apportioned between JDS and Synthon on a pro rata basis based on the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach period of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion employment of the Business being transferred at such Closingaffected employee by each company, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closingrespectively. (b) Except as set forth on Section 3.13(bTo the best of Synthon’s knowledge: each ERISA Plan complies in all material respects with all applicable laws and regulations and is operated in accordance with its terms; neither Synthon nor any Affiliate has withdrawn from any “multiemployer pension plan” included in the ERISA Plans; each of Synthon and its Affiliates has paid all premiums (and interest and late payment charges, if applicable) of due for any period prior to the Disclosure Schedule, Closing to the Pension Benefit Guaranty Compensation (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “UnionPBGC”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation each ERISA Plan; there has been no “reportable event” as defined in Section 4043(b) of a collective bargaining unit involving any ERISA and regulations of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) yearsPBGC; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees PBGC has occurred, is in progress or, not instituted proceedings to the Knowledge of the Sellers, has been threatened in the past two (2) yearsterminate any ERISA Plan.

Employment Matters. (a) The Sellers have provided For a period of not less than two years commencing on the Closing Date, the Purchaser shall, and shall cause the Company, not to the Buyer a complete and accurate list implement any mass layoff (including by way of carrying out of any safeguard of employment plan (“plan de sauvegarde de l’emploi” or “licenziamenti collettivi”)) with respect to any of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingTransferred Employees. (b) Except For a period of not less than two years commencing on the Closing Date (or a longer period if required by Law), the Purchaser shall, and shall cause the Company, to provide each Transferred Employee salary or wages, commissions, bonuses, incentive compensation (excluding actual equity securities) and employee benefits that are at least as set forth on Section 3.13(bfavorable as those currently applicable to such Transferred Employee. (c) It is acknowledged that certain Transferred Employees have been allocated free performance shares (actions gratuites) or other equity instruments (the “Performance Shares”) by Xxxxxx XX pursuant to the terms of the Disclosure Scheduleplans adopted by the board of directors of Xxxxxx XX on May 9, 2012, November 6, 2013, November 13, 2014 and November 9, 2015 (i) none together, the “Performance Shares Plans”). In such connection, the Sellers will take any actions required such that the concerned Transferred Employees do not cease to benefit from their free share allocations or other rights under the Performance Share Plans by reason of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge their no longer being employees of the Sellers, there are ’ Group or the Company no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any longer being member of the Business Sellers’ Group, as the case may be. (d) From and after the Closing, Xxxxxx XX shall assume and be responsible for, perform, discharge and pay when due, and indemnify and hold the Purchaser and their Affiliates (including the Company) harmless from and against any and all losses, costs, liabilities and obligations arising prior to, on or after Closing in connection with the Performance Shares and/or any other free performance shares allocated by Xxxxxx XX, if any and/or any compensation of the Transferred Employees based on or related to any shares or security of any member of the Sellers’ Group, including social security charges and no such petitions for representation have been filed orother Taxes resulting from a claim made by any employees and former employees of the Company and any Transferred Employees in relation to any Performance Shares Plans. (e) The Sellers shall provide, or procure that their Affiliates provide, to the Knowledge of Purchaser and the Sellers, threatened Company in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf a timely manner information in respect of any of vested Performance Shares in order for the Business Employees pending or, Purchaser and the Company to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, comply with any declaration or notification obligations pursuant to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsapplicable Law.

Employment Matters. 5.4.1 Seller shall terminate all its employees engaged in the Business as of 11:59 p.m. (aEastern Time) The Sellers have provided on the Closing DateSeptember 30, 2024 at its own costs and expenses, including making any severance or other required payments to such employees. Buyer shall offer, through itself or one of its Affiliates, to each employee of Seller listed in Schedule 3.18.2 (that remain employed by Seller) and meeting Buyer’s or its Affiliate’s employment criteria, an “at will” position to be effective as of 12:00 a.m. (Eastern Time) on the first Business Day immediately following the Closing DateOctober 1, 2024 (the “Hire Date,” and each such employee who has accepted such offer of employment shall be referred to as a “Buyer Employee”): (i) that is reasonably comparable to the Buyer nature of such employee’s position as an employee of Seller immediately prior to the Closing, (ii) at a complete level of wages and accurate list other cash compensation that are reasonably comparable to such employee’s wages and other cash compensation provided by Seller immediately prior to Closing, and (iii) at the location of the following information such employee’s place of employment with Seller as of the date Closing DateSeptember 30, 2024. All payments of compensation to a Buyer Employee shall be made in accordance with the standard payment policies and procedures of Buyer or the applicable Affiliate of Buyer, as the case may be. Nothing contained in this Section 5.4, however, will prohibit Buyer or the applicable Affiliate of Buyer, as the case may be, from terminating at will the employment of any Buyer Employee for any reason or no reason following the Hire Date. Xxxxx will promptly notify Seller of any employee who does not accept such offer of employment. To the extent communication of the transactions contemplated hereby constitutes a “plant closing” or a “mass layoff,” as those terms are defined in the WARN Act, Seller is responsible for all notices required by the WARN Act or any similar state Law and for the consequences and Liabilities, if any, arising from or related to, the failure to comply with the WARN Act or any similar state Law. 5.4.2 Nothing in this Agreement shall in any way establish any requirements or create any other Liability from Buyer or any of its Affiliates to any employee of Seller or to any former or future employee of Seller (or any of their beneficiaries or dependents), including any duty, requirement, obligation or other Liability relating to continued employment, compensation, benefit plans, programs, policies and arrangements, and any other matter in connection with their employment. Further, neither Buyer nor any of its Affiliates shall be responsible for each Business Employee: employer; job title; location; date (i) any Liabilities arising out of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior relating to the applicable Closingtermination or resignation of any employee of Seller on or before the Hire Date; or (ii) any Liabilities relating to or resulting from the period on or before the Closing not disclosed to Buyer pursuant to Section 3.18 or Section 3.19, the Sellers will provide including any such Liabilities arising out of or relating to the Buyer termination or resignation of any employee of Seller after the following information Closing Date. For the avoidance of doubt and without limiting the foregoing, Seller agrees that Seller and/or its Affiliates shall be solely liable for providing continuation health care coverage to Seller employees and former employees (and their beneficiaries and dependents, as of immediately prior to such Closing (applicable) to the extent that such information can be generated at least sixty (60) days prior to such Closing required by Code Section 4980B and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion Sections 601 through 609 of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers)ERISA. The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.5.5

Employment Matters. (ai) The Sellers have provided to the Buyer Exhibit 4.1(x) contains a complete and accurate list of the following information as all employees, agents and independent contractors of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable ClosingCorporation and, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing applicable, their positions, current salaries, benefits and as early prior to such Closing as reasonably practicable to other remunerations, dates of last salary increases and dates of hire with the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion Corporation or any predecessors of the Business being transferred at such Closing: service credit for purposes Corporation. Exhibit 4.1(x) also indicates which employees are parties to a written or oral agreement of vesting and eligibility to participate under any Employee Plan employment (including any vacation or other paid time off policy of the Sellersconfidentiality and non-competition agreements). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (bii) Except as set forth on Section 3.13(b) disclosed in Exhibit 4.1(x), the Corporation is not a party to any agreements with past employees, agents or independent contractors in respect of whom the Disclosure Schedule, (i) none Corporation has continuing obligations. There are no oral contracts of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement employment entered into with any Union; (iii) to employees employed by the Knowledge of Corporation, which are not terminable in accordance with applicable law and the Sellers, there are no currently filed petitions for representation Corporation has not entered into any agreements with such employees with respect to the formation termination of a collective bargaining unit involving employment. The Corporation does not have any obligation to re-instate any employees. (iii) Except for Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx, who have resigned and executed full releases which are attached hereto as Exhibit 4.1(x)(iii), at the Time of Closing, the Corporation will not have terminated, laid-off or dismissed (whether such dismissal is actual or constructive) in the four weeks preceding the Date of Closing any employees of the Business Employees and no such petitions for representation Corporation. (iv) All liabilities in respect of employees have or shall have been filed orpaid in full to the Closing Date, including premium contributions, remittance and assessments for unemployment insurance, employer health tax, Canada Pension Plan, income tax, Workers’ Compensation and any other employment related legislation, accrued wages, Taxes, salaries, commissions and employee benefit plan payments. (v) There are no outstanding, pending, threatened or anticipated assessments, actions, causes of action, claims, complaints, demands, orders, prosecutions or suits against the Corporation, or its directors, officers or agents pursuant to or under any applicable rules, regulations, orders or laws, including Canada Pension Plan, unemployment insurance, Tax, employer health tax, employment standards, labour relations, occupational health and safety, human rights, workers’ compensation and pay equity laws. (vi) The Corporation has not made any agreements, whether directly or indirectly, with any labour union, employee association or other similar entity or made commitments to or conducted negotiations with any labour union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of the Corporation. The Vendors, after diligent inquiry, are not aware of any current attempts to organize or establish any other labour union, employee association or other similar entity. (vii) All vacation pay, bonuses, commissions and other emoluments relating to the employees of the Corporation are accurately reflected in all respects and have been accrued in the financial records of the Corporation. (viii) Except as described in Exhibit 4.1(x), the Corporation is in compliance with all federal, provincial, state, local foreign and other applicable law respecting employment and employment practices, terms and conditions of employment and wages and hours. (ix) Corporation has no liability, and anticipates no liability, to the Knowledge of the SellersCanada Customs and Revenue Agency, threatened or to employees, in the past two connection with any audit by that agency. (2x) years; (iv) there There is no unfair labor practice labour practice, complaint, charge or labor arbitration proceeding brought other matter against or involving the Corporation pending or threatened before any governmental authority. (xi) All officers and employees have been thoroughly interviewed (the notes from such interviews are attached as Exhibit 4.1(x)(xi)) and based upon such interviews no officer or employee employed by the Corporation has indicated his or on behalf her intention to resign following Closing except that Norm, Xxxxxxx and Xxxxxx Xxxxxxxxx will not continue their employment. (xii) The consummation of the transaction contemplated by this agreement will not entitle any current or former officer or employee of the Corporation to severance pay, 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 officer or employee of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsCorporation.

Employment Matters. (a) Prior to the Closing Date, the Buyer or its Affiliate shall make an offer of employment, effective as of the Closing Date, to each active Employee (excluding employees on disability (long term or short term) or on leave of absence and those listed on Schedule 8.1); provided, however, any offer of employment shall be contingent upon the Closing actually occurring. Such offer of employment (including compensation and employee benefits) shall be on substantially similar terms and conditions that apply to similarly situated employees of the Buyer or its Affiliate. Employees who affirmatively accept the Buyer’s or its Affiliate’s offer of employment and commence working for the Buyer or its Affiliate on the Closing Date are hereinafter referred to as “Transferred Employees.” On and after the Closing Date, Buyer and its Affiliates shall have the right, but not any obligation, to employ any additional employees of the Company whom it wishes to employ and who wish to be employed by Buyer or its Affiliate. The Sellers have provided Seller Parties consent to the Buyer a complete and accurate list or its Affiliate contacting such employees with respect to the desire of such employees to enter the employ of the following information Buyer or its Affiliate and the Seller Parties shall cooperate with the efforts of Buyer or its Affiliate to cause such Employees to accept any offers of employment by Buyer or its Affiliate. Notwithstanding the foregoing, nothing herein shall be construed as to prevent the Buyer or its Affiliate from terminating the employment of any Transferred Employee at any time after the Closing Date for any reason (or no reason), except as set forth in a written employment agreement executed by the Buyer or its Affiliates. The Company shall promptly deliver to the Buyer or its Affiliate as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation Date all personnel files or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingTransferred Employees. (b) Except For purposes of determining eligibility to participate and the vesting of benefits under all plans, programs and arrangements of Buyer and/or its Affiliates relating to compensation or employee benefits (“Buyer Employee Plans”), including, but not limited to, any pension, severance, 401(k), vacation and sick pay plan, and for purposes of calculating benefits under any severance, sick pay or vacation plan, Buyer shall give Transferred Employees credit for hours of service with the Company solely to the extent recognized by the Company or its Affiliates under the applicable similar Plan, and solely to the extent such time period is recognized under the terms of the Buyer Employee Plan, as set forth if they were hours of service with Buyer, provided that such crediting of service does not result in any duplication of benefits. Such service will be calculated under the terms and conditions of the Buyer Employee Plans. In addition, any Buyer Employee Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA) shall provide each Transferred Employee or dependent full credit, for the plan year during which the Closing occurs, with any deductible already incurred by the Transferred Employee or dependent under any Plan. (c) The Buyer or its Affiliates shall, subject to and conditioned upon the consummation of the transactions contemplated by this Agreement, take all actions and execute and deliver all documents and furnish all notices that are necessary for the Buyer or its Affiliates to assume the welfare benefit plans listed on Schedule 8.1(c), which will be maintained solely for the benefit of the Transferred Employees who are “corporate employees,” and the Company and the Buyer shall cooperate with each other to take all actions necessary to establish the Buyer or its Affiliates as the sponsor of such plans as of the Closing Date; provided however, that notwithstanding the foregoing, the Buyer or its Affiliate may, in its sole discretion, amend, suspend or terminate any such plan at any time in accordance with its term and, to the extent that the Buyer or its Affiliate provides similar benefits under a different plan, nothing contained in this Section 3.13(b8.1(c) shall cause or result in the Transferred Employees receiving, or being eligible to receive, duplicate benefits. Notwithstanding anything herein to the contrary Buyer and its Affiliates shall not assume any liability under any plan listed on Schedule 8.1(c) arising before the Closing Date. (d) The Company shall, subject to and conditioned upon the consummation of the transactions contemplated by this Agreement, take all actions and execute and deliver all documents and furnish all notices that are necessary to terminate each Plan not listed on Schedule 8.1(c), it being the intention of the parties that the Buyer and its Affiliates not assume any Plan (or any liability thereunder) not listed on Schedule 8.1(c) on the Closing Date. The Company shall promptly deliver to the Buyer true and complete copies of all documentation relating to the termination of the Plan, including, without limitation, all resolutions (the form and substance of such resolution shall be subject to review and approval of the Buyer), any amendments to such Plans to comply with applicable law, filings, notices, reports and correspondence, relating to or arising from the termination of the Plan. (e) Without limiting the foregoing (x) effective as of the day immediately preceding the Closing Date, the Company shall, subject to and conditioned upon the consummation of the transactions contemplated by this Agreement, terminate the Metropolitan Research Association 401(k) Profit Sharing Plan & Trust (the “Seller 401(k) Plan”) and (y) the Company shall contribute to the Seller 401(k) Plan as soon as practicable following the Closing Date all contributions required to be made for periods prior to the Closing Date on behalf of the Transferred Employees. The account balances of the Transferred Employees who participate in the Seller 401(k) Plan shall be fully vested as of the Closing Date and the Seller Parties shall take any actions necessary to ensure that such account balances are distributable from the Seller 401(k) Plan on and after the Closing Date. Subject to the Buyer and its Affiliates being reasonably satisfied, consistent with the regulations under Section 401(a)(31) of the Disclosure ScheduleCode, (ithat Seller’s 401(k) none Plan meets the requirements for qualification under Section 401(a) of the Business Code and the requirements of the Buyer’s 401(k) Plan (as defined below), the Buyer or its Affiliate shall permit Transferred Employees iswho have an account balance under the Seller 401(k) Plan to rollover (whether by direct or indirect rollover, as selected by such Transferred Employees) his or her “eligible rollover distribution” (as defined under Section 402(c)(4) of the Code) in the form of cash from the Seller 401(k) Plan to a qualified defined contribution plan maintained by Buyer or its Affiliate for the benefit of the Transferred Employees (“Buyer’s 401(k) Plan”). The Buyer’s 401(k) Plan shall not accept the rollover of any outstanding plan loan or promissory note under the Seller 401(k) Plan. (f) On the Closing Date, the Company shall transfer to the Buyer or its Affiliate an amount in cash equal to the excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts made prior to the Closing Date during the past two year in which the Closing Date occurs by Transferred Employees under the Company’s flexible spending plan (2) years has been, represented by a union, labor organization or group (collectively, a the “UnionFlexible Benefits Plan”) that was either voluntarily recognized over the aggregate reimbursement payouts made for such year from such accounts to the Transferred Employees, except for amounts as to which reimbursement requests have been duly submitted prior to such transfer and which the Company has paid or certified by any labor relations board; (ii) none shall cause to be paid to the Transferred Employees in accordance with the Code and the terms of the Business Flexible Benefits Plan (the “Flex Assets”). The Buyer or its Affiliate shall honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred Employee under the Flexible Benefits Plan for the calendar year in which the Closing Date occurs in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date and all claims for reimbursement for services received by Transferred Employees isfrom January 1, 2006 through the Closing Date (the “Reimbursement Claims”), provided such Reimbursement Claims are required to be paid under, and are submitted in accordance with, the terms of the Buyer’s Flexible Benefits Plan and the Transferred Employees’ elections. Notwithstanding the foregoing, the Buyer shall have no obligation to honor Transferred Employees’ Reimbursement Claims unless and until the Flex Assets have been transferred to the Buyer or during its Affiliate. On the past two date of transfer of the Flex Assets, the Company shall provide the Buyer or its Affiliate with copies of all unpaid reimbursement requests. The Company shall provide to the Buyer or its Affiliate such records as the Buyer may request relating to its obligations under this Section to effectuate the transfer of the Flex Assets to the Buyer or its Affiliate. (2g) years has beenThe Buyer agrees that it shall be the Buyer’s or its Affiliate’s responsibility to provide the required notices under Part 6 of Title I of ERISA (“COBRA”) to all M&A Qualified Beneficiaries (as defined in Treas. Reg. Section 54.4980B-9, a signatory Q&A 4), and that it shall provide coverage under COBRA to such individuals and shall be responsible for all obligations and liabilities relating to or bound by a Collective Agreement with any Union; (iii) arising under the COBRA continuation coverage requirements. At least 10 days prior to the Knowledge Closing Date, Sellers shall deliver to the Buyer or its Affiliate a schedule of all M&A Qualified Beneficiaries as of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsClosing Date.

Employment Matters. (a) No Employee Transfer 25.1 The Sellers have provided to Authority and Project Co agree that there are no individuals presently employed by the Buyer a complete and accurate list Authority [or any other sub-contractor of the following information as Authority]20 whose contracts of employment will, by virtue of the date transfer to Project Co of responsibility for provision of (or procuring the provision by Service Providers of) any of the Services in accordance with this Agreement for and in accordance with the Transfer Regulations, have effect after the date or dates of such transfer as agreed by the parties (each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; a "Relevant Service Transfer Date") (or at any other time) as if originally made between those persons and current compensation paid the relevant Service Provider. 25.2 If it is subsequently agreed or payable. At least sixty (60) days prior to determined that there are persons presently employed by the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion Authority [or any other sub-contractor of the Business being transferred at such Closing: service credit for purposes Authority]21 whose contracts of vesting employment do have effect after the Relevant Service Transfer Date as if originally made between those persons and eligibility to participate under any Employee Plan the relevant Service Provider (including any vacation or other paid time off policy of "Transferring Staff") then: 25.2.1 the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, Authority shall within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at date on which it was so agreed or determined have the opportunity to offer or procure the offer of a position as an employee of the Authority to some or all of the Transferring Staff; 25.2.2 Project Co shall procure that no person to whom the Authority has offered a position in accordance with Clause 25.2.1 shall be dismissed by reason of redundancy until the period22 for acceptance of such Closingoffer has expired and the person in question has not accepted such offer; and 20 Applicable where the Authority is a local authority. 21 Applicable where the Authority is a local authority. 22 Time period to be agreed on a project by project basis. 25.2.3 subject to Clauses 25.2.1 and 25.2.2, data relating Project Co or any Service Provider shall be entitled to dismiss any or all of the Transferring Staff by reason of redundancy provided that Project Co shall use and shall procure that any Service Provider shall carry out in the required manner any obligation to consult with the Transferring Staff or any of them, or their respective representatives, and shall use all reasonable endeavours to mitigate the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) any costs payable in respect of the Disclosure Schedule, Transferring Staff or their dismissal. The Authority shall indemnify Project Co against any costs referred to in Clause 25.2.3 reasonably incurred by Project Co (ior by a relevant Service Provider and for which Project Co is responsible) none and shall reimburse any costs reasonably and properly incurred by Project Co or the Service Provider in employing any Transferring Staff prior to the expiry of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory period referred to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsClause 25.2.2.

Employment Matters. (a) The Sellers have provided Company will be responsible for (i) the payment of all wages and other remuneration due to the Buyer a complete and accurate list Active Employees with respect to their services as employees of the following information as Company through the close of business on the date of this Agreement Closing Date, including compensation for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; overtime, pro rata bonus payments and current compensation paid or payable. At least sixty (60) days all accrued personal time, except for the Rolled-Over Accrued Vacation, earned prior to the applicable ClosingClosing Date, (ii) the Sellers will provide to payment of any termination or Table of Contents severance payments and the Buyer provision of health plan continuation coverage in accordance with the following information as requirements of immediately prior to such Closing COBRA and Sections 601 through 608 of ERISA and (to iii) compliance with the extent that such information can be generated at least sixty (60) days prior to such Closing WARN Act and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (state equivalent laws, including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due all payments to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence employees that may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at required under such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closinglaws. (b) Except Within 30 days prior to the Closing, the Company will notify each Active Employee that such Employee’s employment with the Company will terminate as set forth on Section 3.13(b) of the Disclosure ScheduleClosing, and shall provide each Active Employee with the option to elect in writing delivered to the Company on or before the Closing Date to either (i) none receive payment in cash for accrued but unpaid current year personal time off benefit at the Closing Date up to a maximum of the Business Employees is80 earned hours of personal time off (which includes, but is not limited to, sick days, vacation and personal time off) for full-time employees and up to a maximum of 40 earned hours of personal time off for part-time employees, except where state law prohibits forfeiture of accrued personal time off, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none subject to such Active Employee becoming a Hired Active Employee in accordance with Section 6.5(a), be credited with the amount of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation current year personal time off that shall have been filed oraccrued and unpaid at the Closing Date (all such accrued and unpaid personal time off credited to Hired Active Employees being referred to herein as the “Rolled-Over Accrued Vacation”). Any failure by an Active Employee to make an election in accordance with this Section 5.8(b), shall be deemed to the Knowledge of the Sellers, threatened be an election to receive payment in the past two cash as contemplated in clause (2i) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsabove.

Employment Matters. (a) The Sellers have provided to 3.22.1 Section 3.22 of the Buyer Vendor Disclosure Schedule includes a complete and accurate list of (a) the names, titles and annual compensation entitlements and other compensation entitlements (including non-cash fringe benefits) of all Persons employed or engaged by each Target Corporation on a full or part-time basis and all persons (other than lawyers and external chartered accountants) who provide consulting or other services to either Target Corporation on a full or part-time basis, including all individuals who may be considered to be employees pursuant to Applicable Laws, notwithstanding that they may have been laid off or terminated or on a short term, long term or parental leave, together with the location of their employment, and (b) the date each such Person was hired or retained. 3.22.2 Since the date that is one (1) year prior to the date hereof, (x) there has not been any increase in the rate of compensation payable or to become payable by either Target Corporation to a director, employee or officer of either Target Corporation (other than standard increases in connection with general, regularly-scheduled reviews consistent with past practice in respect of employees); (y) there has been no loan made to, nor grant of security nor guarantee to, or payment, grant or accrual of any bonus payment, retention payment, incentive compensation payment, service award payment, or other similar payment to a director, employee or officer of either Target Corporation; and (z) there have been no changes to the compensation structure applicable to any director, employee or officer of either Target Corporation. 3.22.3 The Purchaser has been provided with true and complete copies of any Contracts for the employment or engagement of any officer, director, consultant or employee of each Target Corporation. 3.22.4 No Target Corporation has entered into any Contract or made any arrangements with any of its employees or service providers which could reasonably be expected to have the effect of depriving it of the continued services of any such Persons following information the Closing Date. To the Knowledge of the Vendor, none of the employees of either Target Corporation currently intends to resign their employment. 3.22.5 The employment of all employees of each Target Corporation may be terminated at any time without the payment of any consideration, except as may be required by Applicable Laws and consistent with the terms of their employment agreements as disclosed in Section 3.22 of the Vendor Disclosure Schedule. 3.22.6 Except as disclosed in Section 3.22 of the Vendor Disclosure Schedule, each Target Corporation has paid to the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid Agreement, or payable. At least sixty (60) days prior to the applicable Closing, last scheduled pay day immediately preceding the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision date of this Agreement. Further, within ten (10) Business Days following the applicable Closingall amounts due and payable on account of salary, the Sellers will provide fees, bonus payments, commissions and all other remuneration and other payment obligations to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any and all of its employees, and the Business Employees Company Financial Statements properly reflect all required accruals, whether for vacation pay or otherwise. 3.22.7 No Target Corporation is a party to any collective bargaining agreement nor subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending or, to the Knowledge of the SellersVendor, threatened against the Sellers and strikes or lockouts or any charge of unfair labour practice. No Target Corporation has experienced any work stoppage. 3.22.8 There are no such proceeding has been initiated material Claims for wrongful dismissal, constructive dismissal or any other material Claim, actual, pending or, to the Knowledge of the SellersVendor, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketingthreatened, or work stoppage involving the Business Employees has occurredany litigation, is in progress actual, pending or, to the Knowledge of the SellersVendor, threatened, relating to employment or termination of employment of employees or independent contractors of either Target Corporation. 3.22.9 Each Governmental Authority has, in all material respects, operated in accordance with all Applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the Knowledge of the Vendor, threatened proceedings before any Governmental Authority with respect to any employment or labour matters. 3.22.10 All officers, directors, consultants, employees or any other engaged by each Target Corporation are covered by a valid work accident insurance, updated with all amounts paid. 3.22.11 Each Target Corporation is in compliance with all occupational health and security regulations, occupational health and security services are organized, employees consultation in the area of occupational health and safety has taken place, risk assessment was done for all workstations and all recommendations in the reports of each of the workstations were followed. 3.22.12 All legal procedures to terminate employment and service providers contracts in the last 12 months have been threatened followed by each Target Corporation. 3.22.13 The admission of all foreign employees was communicated to the competent national authorities, each Target Corporation keeps an updated record of the residence permit of such employees and there are no foreign employees with an expired residence permit, or to be expired in the next six months, currently working at any Target Corporation. 3.22.14 No officers, directors, consultants, employees, service providers or any other engaged by each Target Corporation have holidays days due in a material amount and not enjoyed from before 2022. 3.22.15 No officers, directors, consultants, employees, service providers or any other engaged by each Target Corporation are entitled to any overtime or compensatory rest from before 2022. 3.22.16 Records of work time, overtime, holidays, disciplinary action, work accidents and vocational training are kept since the date of admission of any officers, directors, consultants, employees, service providers or any other engaged by each Target Corporation. 3.22.17 Neither of the Target Corporations was served with a notice issued by the competent national authorities in the past two (2) years8 years regarding labour or employment violations. 3.22.18 The registration and payment to the salary guarantee fund of all employees are complete and updated on each Target Corporation. 3.22.19 There are no tax or social security debts relating to any officers, directors, consultants, employees or any other engaged by each Target Corporation. 3.22.20 Each Target Corporation has complied with all Applicable Laws regarding prohibition of discrimination and harassment.

Employment Matters. (a) The Sellers have provided to Concurrently with the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, Purchaser, on the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentenceone hand, and as Lodex xxx Byrnx, xx the other hand, shall enter into separate employment agreements and compensation agreements in substantially the form of Exhibit 3.2A (for Lodex) xxd 3.2B (for Byrnx) xxtached hereto and made a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with part hereof (the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this "Employment Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing"). (b) Except with respect to the Stockholders, on or before the Closing Date, but effective as of the Closing Date, Purchaser agrees to offer to employ each full-time or regular part-time active employee of Seller, and each employee on a leave of absence who notifies Purchaser in writing prior to the Closing Date that they will be ready, willing and able to return to active employment on or before the Closing Date (the "Transferred Employees") at a wage rate that is substantially similar to the wage rate of the respective Transferred Employees' employment with Seller; provided, however, that as a condition of their employment with Purchaser, all Transferred Employees must sign such customary documents and forms (including, without limitation, a Form I-9) as Purchaser may reasonably require. Seller and the Stockholders shall assist and cooperate with Purchaser in connection with such employment objectives. Except as set forth on Section 3.13(bSchedule 3.2.B hereof, all Transferred Employees have previously entered into forms of written employment agreements with Seller as set forth on Schedule 3.2B hereof. Purchaser, Seller and the Stockholders agree to jointly exercise their commercially reasonable efforts to cause the Transferred Employees to sign the employee agreement (the "Employee Agreement") of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented customarily used by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory Purchaser. Purchaser agrees to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation continue in effect with respect to such Transferred Employees the formation group health insurance plan (which shall include Seller's dental and vision plan, and either, at Purchaser's discretion, Seller's cafeteria plan or a substitute cafeteria plan formed by Purchaser) maintained by Seller as of a collective bargaining unit involving the date hereof for the balance of the plan year with respect to such plan, and agrees to make available to the employees of Seller who are then employees of Purchaser the opportunity to enroll in Purchaser's (or its affiliates) 401(k) plan beginning at or about September 1, 1998 and Purchaser's (or its affiliates) employee stock purchase plan beginning at or about January 1, 1999. (c) Purchaser shall have no liability for any of Seller's employees who are offered a position with Purchaser but reject that employment offer (the Business Employees "Non-Transferred Employees"), and no Seller shall retain liability for all such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsNon-Transferred Employees.

Employment Matters. (a) The Sellers have provided Immediately prior to the Buyer a complete Closing, the Purchaser shall, or shall cause its applicable Affiliate to, extend, to each Specified Employee, an offer of employment (the “Offer Letter”) that, if accepted, would: (i) provide such Specified Employee with compensation, benefits and accurate list terms of employment (including job title) that are substantially comparable in the aggregate to the compensation, benefits and terms of employment provided by the Seller (or any applicable Affiliate of the Seller) to such Specified Employee immediately prior to the Closing (excluding equity based plans, defined benefit pension plans, retiree medical programs and severance plans and practices); and (ii) include a consent by each Specified Employee to disclosure of the Specified Employee’s personnel file and transfer of such personnel file and other employment records pertaining to such Specified Employee, to the Purchaser. Effective on the Closing Date, the Seller (or the applicable Affiliate of the Seller) shall accept the resignation of, and effective as of the Closing Date, the Purchaser will hire each such Specified Employee who accepts and executes the Offer Letter (such employees who commence working for the Purchaser (or an Affiliate of the Purchaser) immediately following information the Closing, collectively the “Hired Employees”). The Seller consents to the Purchaser (or an Affiliate of the Purchaser) contacting such Specified Employees with respect to the desire of such employees to enter the employ of the Purchaser (or an Affiliate of the Purchaser) and the Seller shall cooperate with the efforts of the Purchaser (or an Affiliate of the Purchaser) to cause such Specified Employees to accept any offers of employment by the Purchaser (or an Affiliate of the Purchaser) and to execute Offer Letters. Notwithstanding the foregoing, nothing herein shall be construed as to prevent the Purchaser (or an Affiliate of the Purchaser) from terminating the employment of any Hired Employee at any time after the Closing Date for any reason (or no reason), except as set forth in the Offer Letter of such Specified Employee executed by the Purchaser (or an Affiliate of the Purchaser) pursuant to this Section 9.1. The Seller shall deliver to the Purchaser on or before the Closing Date (or as soon as reasonably practicable after the Closing Date) all personnel files and employment records relating to the Hired Employees. Hired Employees will receive credit for such employees’ period of employment with the Seller (or an Affiliate of the Seller) for purposes of calculating severance benefits required under any Legal Requirements and benefits under any vacation, entitled leave or severance plan (excluding, for the avoidance of doubt, any 401(k) plan) and the Purchaser’s Offer Letter to Hired Employees in the United States will include a provision that the Purchaser will assume the Seller’s obligation with respect to accrued but untaken vacation entitlements existing as of the Closing Date up to a maximum of 40 hours for any Hired Employee (collectively, the “Assumed Accrued Vacation”) and the Hired Employee would consent to this in lieu of payment from the Seller for that portion of any accrued vacation entitlement; provided, however, that if a Hired Employee received severance payment in connection with this Transaction or the transfer of such employee’s employment from the Seller (or an Affiliate of the Seller) to the Purchaser (or an Affiliate of the Purchaser) such Hired Employee shall not receive credit from the Purchaser for such employee’s employment with the Seller (or any of its Affiliates) for purposes of severance benefits; provided, further, that a Hired Employee shall only be entitled to receive credit from the Purchaser for such employee’s employment with the Seller (or any of its Affiliates) to the extent recognized by the Seller (or its Affiliates) under the applicable similar Seller Plan, provided that such crediting of service does not result in any duplication of benefits. Effective as of the Closing, the Purchaser shall assume the Seller’s obligations with respect to the Assumed Accrued Vacation. (b) If any inactive employee of the Seller listed on Schedule 9.1(b) who would otherwise have received an offer of employment from the Purchaser in accordance with Section 9.1(a), becomes eligible to return from an approved leave of absence to active work status after the Closing Date during the 6-month period following the commencement of that leave (or such shorter period following the commencement of that leave during which he would be entitled to reemployment under either applicable Legal Requirements or the Seller’s policies and procedures in existence immediately prior to the Closing Date), the Purchaser shall, or shall cause its applicable Affiliate to, extend an offer of employment to such person and any such person who accepts such an offer and commences working for the Purchaser(or an Affiliate of the Purchaser) shall be treated as a Hired Employee as of the date of this Agreement for each Business Employee: employerhire by the Purchaser; job title; location; date provided, however, that no such employee of hiring; date the Seller shall be guaranteed reinstatement to active service if he is incapable of commencement working in accordance with the policies, practices and procedures of employment; and current compensation paid the Purchaser (or payable. At least sixty (60an Affiliate of the Purchaser) days prior or if his return to employment is contrary to the applicable Closing, the Sellers will provide to the Buyer the following information as terms of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closinghis leave. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

Employment Matters. (a) The Sellers At all times prior to the date hereof, Seller shall have provided Buyer with reasonable access, upon Buyer’s request, to the Key Employees and to all relevant compensation, benefits, and other employment-related information regarding the Key Employees (including, but not limited to, the information required to be provided pursuant to Section 3.12(a) of this Agreement) as Buyer determines is necessary in its sole discretion for Buyer or one of its Affiliates to make an offer of employment to each Key Employee prior to the Closing. For the sake of clarity, each Key Employee shall be a complete Transferred Employee for purposes of this Agreement, subject to his or her acceptance of an offer of employment from Buyer or one of its Affiliates, and accurate list of the following information commencing employment with Buyer or its applicable Affiliate effective as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingDate. (b) Except Furthermore, Seller and Buyer acknowledge and agree that Buyer or one of its Affiliates may, but under no circumstances are required to, make offers to employ any other Business Employee, or engage any Business Service Provider in connection with the transactions contemplated by this Agreement, which offers, if made, shall have been presented prior to, and provide for employment or engagement effective as set forth on of, the Closing Date. Therefore, at all times prior to the date hereof, Seller shall have provided Buyer with reasonable access, upon Buyer’s request, to any such Business Employee and any Business Service Provider, and to all relevant compensation, benefits, and other employment or engagement-related information regarding such individuals (including, but not limited to, the information required to be provided pursuant to Section 3.13(b3.12(a) of this Agreement) as Buyer determines is necessary in its sole discretion, so that Buyer may consider whether to offer to employ or engage any such individual in connection with the Disclosure Scheduletransactions contemplated by this Agreement. To the extent that Buyer makes an offer of employment to any such Business Employee, or an offer of engagement to any such Business Service Provider, and such individual accepts, and commences employment with, or the provision of services to, Buyer or one of its Affiliates effective as of the Closing Date, such individual shall be a Transferred Employee or a Transferred Service Provider, as applicable, for purposes of this Agreement. (c) Nothing in this Section 5.1, and nothing elsewhere in this Agreement, is intended to or shall (i) none of the Business Employees isbe treated as an amendment to, or during the past two (2) years has beenbe construed as amending, represented any Employee Benefit Plan or other benefit plan, program or agreement sponsored, maintained or contributed to by a unionSeller, labor organization Buyer, or group (collectivelyany of their respective Affiliates, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none prevent Buyer or its Affiliates, on or after the Closing Date, from terminating the employment or engagement of the Business Employees isany Transferred Employee or Transferred Service Provider, or during the past two (2) years has beenguarantee any Business Employee or Business Service Provider any right to continued employment by Seller, a signatory to Buyer, or bound by a Collective Agreement with any Union; of their respective Affiliates, or (iii) to the Knowledge confer any rights or remedies (including third-party beneficiary rights) on any current or former director, employee, consultant or independent contractor of the SellersSeller, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving Buyer, or any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice their respective Affiliates or labor arbitration proceeding brought by any beneficiary or on behalf of dependent thereof or any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsother Person.

Employment Matters. (a) The Each of Xxxxx and the Sellers have provided shall use their commercially reasonable best efforts to retain all of the Employees, and to maintain in good standing through the Closing all relationships and agreements with the Employees, independent contractors, or consultants necessary to the Buyer a complete Business, in each case from the date hereof through the Closing Date, and accurate list of to cooperate with the following information Purchaser in hiring the Employees engaged in the Business who are offered employment by the Purchaser; provided, that the foregoing shall not require that any Seller offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) The Sellers will terminate all of the Disclosure Schedule, (i) none Employees and agents engaged in the Business as of the Business Employees is, or during Closing Date. It is the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none intention of the Purchaser to hire some, and perhaps all, of the persons employed by the Sellers in the Business as of the Closing Date immediately following the termination of employment by Sellers. Sellers agree that the Purchaser retains sole and complete discretion with respect to which of the Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement Purchaser shall offer employment and sole and complete discretion with any Union; (iii) respect to the Knowledge terms and conditions of employment that may be offered. From the date hereof through the Closing, the Sellers shall permit the Purchaser to communicate in writing with the Employees and consultants engaged in the Business, at reasonable times and upon reasonable notice, concerning the Purchaser's plans, operations, business, customer relations, and general personnel matters and to interview the Sellers' employees and consultants, provided that all such contacts shall be subject to the prior review and approval of the Sellers, there are no currently filed petitions which approval shall not be unreasonably withheld. The Sellers shall be solely responsible for representation any notification and liability under WARN relating to any termination of any of Sellers' employees occurring on or after the date of this Agreement. Employees of the Sellers hired by the Purchaser effective on or after the Closing Date shall be referred to herein as a "Transferred Employee." (c) The Sellers shall be responsible for providing continuation coverage as required by COBRA, under a group health plan maintained by the Sellers, to those Employees and other qualified beneficiaries under COBRA with respect to such Employees, who have a COBRA qualifying event (due to termination of employment with Sellers or otherwise) prior to or in connection with the formation transactions contemplated by this Agreement (the "Continuees"). (d) No provision of a collective bargaining unit involving this Section 5.11 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Sellers or of any of its subsidiaries in respect of continued employment (or resumed employment) with either the Business, the Purchaser any of its Affiliates and no provision of this Section 5.11 shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any of the Business Employees benefit plans or any plan or arrangement which may be established by the Purchaser or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any such plans or arrangements of the Purchaser or any of its Affiliates. (e) Sellers acknowledge and no such petitions agree that they, and not Purchaser, are and shall after the Closing remain responsible for representation have been filed orany and all wages, vacation pay, compensation, commission, bonuses, severance pay, insurance, supplemental pension, deferred compensation, retirement and any other benefits, premiums and claims, due, to the Knowledge become due, committed, accrued or otherwise promised to any person who as of the SellersClosing Date, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf a retiree, former employee, current employee of any of the Business Employees pending or, Sellers relating to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, period up to the Knowledge of the SellersClosing Date. Purchaser shall assume no Employee Benefit Plans, threatened programs, policies or practices, whether or not set forth in the past two (2) years; and (v) no labor disputewriting, walk out, strike, slowdown, hand billing, picketing, maintained by Sellers or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsERISA Affiliates at any time.

Employment Matters. (a) The Sellers have provided Seller will use all reasonable efforts to cause the employees employed in the Business to make available their employment services to the Buyer. For a period of two years from the Closing Date, neither Seller nor any Member, nor any of their respective Affiliates, will solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer a complete and accurate list of the following information as of the date of this Agreement with any Person employed by or otherwise engaged to perform services for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion operation of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such ClosingBusiness. (b) Except Effective as of the Closing Date, Buyer shall, in its sole and absolute discretion, offer employment to those employees selected by Buyer who are employed by Seller in the operation of the Business at wage or salary levels, as applicable, and with employee benefits, as determined by Buyer. Those employees who accept such offers of employment effective as of the Closing Date shall be referred to herein as the "Transferred Employees". Effective as of the Closing Date, the Buyer shall assume the liability of Seller in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay, and all payroll taxes related thereto, but only to the extent such liability is accrued and reflected on the Final Closing Balance Sheet. Seller shall remain responsible for payment of any and all retention, change in control or other similar compensation or benefits which are or may become payable in connection with the consummation 36 37 of the transactions contemplated by this Agreement. Attached hereto as Schedule 10.2(b) is a list of all employees of the Seller and their respective years of service. To the extent any of such employees shall be "Transferred Employees" hereunder, Buyer shall credit such employees with the same years of service as set forth on Section 3.13(bsuch Schedule. (c) Neither the Buyer nor any of the Disclosure Schedule, (i) none its Affiliates shall have any Liability with respect to any employee of the Business Employees is, Seller or during the past two (2) years has been, represented by a union, labor organization Employee Plan or group (collectively, a “Union”) that was either voluntarily recognized any claim thereof or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) related thereto except to the Knowledge of the Sellers, there are no currently filed petitions for representation extent expressly provided in this Section 10.2 with respect to the formation Transferred Employees. From and after the Closing, the Seller shall remain solely responsible for any and all Liabilities in respect of all of its employees, including the Transferred Employees and their beneficiaries and dependents, relating to or arising in connection with or as a collective bargaining unit involving result of (i) the employment or the actual or constructive termination of employment of any such employee by Seller (including, without limitation, in connection with the consummation of the Business Employees and no 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 or benefits under, any Employee Plan or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of Seller or (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), except, in any such petitions for representation have been filed orcase, to the Knowledge extent any such Liability is specifically assumed by Buyer pursuant to this Section 10.2. (d) [deleted] (e) Buyer shall provide the Transferred Employees and their dependents and beneficiaries coverage under any welfare and fringe benefit plans, programs, policies or arrangements established by the Buyer for such Persons, provided that, from and after the Closing Date, the Seller shall remain solely responsible for any and all Liabilities to or in respect of the SellersTransferred Employees or their beneficiaries or dependents relating to or arising in connection with any claims, threatened whether such claims are asserted before, on or after the Closing Date, for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon an occurrence on or before the Closing Date (including claims for continuing treatment in respect of any illness, accident, disability, condition or confinement which occurs or commences on or before the past two Closing Date). (2f) years; From and after the Closing Date, the Seller shall remain solely responsible for any and all Liabilities relating to or arising in connection with the requirements of section 4980B of the Code to provide continuation of health care coverage under any Employee Plan in respect of (ivi) there is no unfair labor practice all of its employees, other than the Transferred Employees and their covered dependents, and (ii) to the extent related to a qualifying event occurring on or labor arbitration proceeding brought by before the Closing Date, Transferred Employees and their covered dependents. (g) From and after the Closing Date, the Seller shall remain solely responsible for any and all Liabilities to or on behalf in respect of any of its employees relating to or arising in connection with any and all claims for workers' compensation benefits arising in connection with any occupational injury or disease occurring or existing on or prior to the Business Closing Date. (h) Seller and the Buyer will (i) treat the Buyer as a "successor employer" and Seller as a "predecessor," within the meaning of sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees pending orwho are employed by the Buyer for purposes of Taxes imposed under the United States Federal Unemployment Tax Act ("FICA") or the United States Federal Insurance Contributions Act ("FUTA") and (ii) cooperate with each other to avoid, to the Knowledge extent possible, the filing of more than one IRS Form W-2 with respect to each such Transferred Employee for the calendar year within which the Closing Date occurs. (i) At the request of the SellersBuyer with respect to any particular applicable Tax law relating to employment, threatened against unemployment insurance, social security, disability, workers' compensation, payroll, health care or other similar Tax other than Taxes imposed under FICA and FUTA, Seller and the Sellers Buyer will (i) treat the Buyer as a successor employer and no Seller as a predecessor employer, within the meaning of the relevant provisions of such proceeding has been initiated orTax law, with respect to Transferred Employees who are employed by the Buyer and (ii) cooperate with each other to avoid, to the Knowledge extent possible, the filing of more than one individual information reporting form pursuant to each such Tax law with respect to each such Transferred Employee for the Sellers, threatened in calendar year within which the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) yearsClosing Date occurs.