Common use of Employment of Employees Clause in Contracts

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before (a) BUYER shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried such employees of the Business Offices listed in SCHEDULE R as may be employed by SELLER at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, personal leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Date, and for a base salary not less than that paid by SELLER as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for (a) employees who are on Seller's salary continuation program for employees comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the BusinessClosing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (bthe "Terminated Employee") employees who are otherwise on any leave or part-time statusbetween the Closing Date and the date which is one (1) year from the Closing Date, other than vacation leavefor cause, maternity leave BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or any leaves taken reduction in connection with salary under the Family First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as of the date hereof and Medical Leave Act of 1993 at the Closing Date set forth in SCHEDULE R or (cii) Xxxx XxXxxxx and Xxxxx Xxxxxx, each the severance plan of whom is an employee of BUYER otherwise applicable to the Business Terminated Employee as of the date of this Agreementsuch transfer, but who will become employees of Maxim on termination, or prior to reduction in base salary. Such payment shall be due and owing the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement. All employees Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employeesmatters set forth in this section." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated SELLER will cooperate with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing DateBUYER, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only reasonably requested and legally permissible, to provide BUYER with a means to meet with the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionssubject employees.

Employment of Employees. On or before (a) For one year following the Closing Date, Purchaser ----------------------- Buyer shall offer employment use commercially reasonable effort to provide or cause the Acquired Entities to provide to all salaried and nonsalaried employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Acton Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken immediately prior to the Closing Date who are employed with any Acquired Entity or Buyer or any Affiliates thereof on or after the Closing Date (“Company Employees”) (i) base salaries or wages and bonus opportunities that are substantially comparable, in connection with the Family aggregate, to the base salaries or wages and Medical Leave Act bonus opportunities provided to such Acton Employees immediately prior to the Closing and (ii) benefits perquisites and other terms and conditions of 1993employment that are substantially comparable, in the aggregate, to the benefits, perquisites and other terms and conditions that they were entitled to receive immediately prior to the Closing Date (including severance plans and policies, but excluding any equity or equity-based incentive compensation plans), in each case after taking into account individual compensation and benefits standards for similarly situated employees in the industry in the United States, as considered on a regional basis and dependent upon level of employment. Effective on Notwithstanding the foregoing sentence (but not in limitation thereof), following the Closing Date, the Buyer or the Acquired Entities may terminate or cause to be terminated the employment of any Company Employee subject to following adequate procedures under applicable Law and payment and satisfaction of severance benefits, notice, termination payments and any other entitlements of such Company Employee in connection with such termination and/or under any applicable employment Contract, collective bargaining agreement or Law. (b) Without limiting the generality of the foregoing, (i) Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating shall cause the Acquired Companies to pay on the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller day immediately prior to the Closing Date the pro-rated portion of all annual bonuses earned as of such date, (ii) Buyer shall cause the Acquired Entities to keep in effect for at least six months following the Closing Date severance and retention plans, practices and policies in effect applicable to Company Employees on the date hereof with respect to that are not less favorable than such plans, practices and policies in effect immediately prior to the date hereof, as disclosed on Schedule 2.19 of the Seller Disclosure Schedule, with respect to such Company Employees, and (iii) Buyer shall cause the Acquired Entities to ensure, and the Acquired Entities immediately following the Closing agree to ensure, that all Company Employees who were notified of their target bonuses for the current fiscal year receive annual bonuses at least equal to the bonuses to which such employees would be entitled under the applicable bonus arrangements of the Acquired Entities as of the date hereof, provided that any such payment shall take into account the amounts paid by Seller as set forth in (i) above, and shall be dependent upon employee’s job performance and attendance. (c) Following the Closing Date. Seller , Buyer shall use commercially reasonable efforts to, or cause the Acquired Entities to, (i) waive limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage which are applicable to any Company Employees or their dependents or beneficiaries under any group health plan in which such Company Employees and their dependents or beneficiaries may be eligible to participate and (ii) provide that any costs or expenses incurred by Company Employees (and their dependents or beneficiaries) prior to the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such group health plan. (d) Buyer shall, or cause the applicable Acquired Entity to, grant, or cause to be granted to, all Company Employees from and after the Closing Date credit for all service with the Acquired Entities, and their respective predecessors, prior to the Closing Date for all purposes (including of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual, early retirement subsidies and severance; provided that such crediting of service does not release operate to duplicate any Hired benefit or the funding of any benefit. (e) Nothing in this Agreement, whether express or implied, shall: (i) confer upon any Company Employee or Person any rights or remedies of any nature whatsoever, including any right to employment or continued employment for any period with any Acquired Entity, Buyer or any of their respective Affiliates, or continued compensation, benefits or terms of employment, (ii) be interpreted to prevent or restrict the Acquired Entities or Buyer from modifying or terminating the employment or terms of employment of any confidentiality agreement executed by such Hired Employee in favor Company Employee, including the amendment or termination of third parties relating any employee benefit or compensation plan, program or arrangement, after the Closing Date, subject to receipt the provisions of confidential information in connection with potential business acquisitionsthis Section 8.1, or (iii) be treated as an amendment, adoption or other modification of any Benefit Plan or other employee benefit plan or arrangement.

Employment of Employees. On or before As of the Closing Date, Purchaser ----------------------- Seller shall terminate from employment and Buyer will offer employment to all salaried and nonsalaried the employees of the Business (except for (a) employees who are listed on Seller's salary continuation program for employees Section 11.01 of the Business, or (b) employees Disclosure Letter who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with remain employed by the Family and Medical Leave Act Sellers as of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the “Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this AgreementEmployees”). All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller Sellers shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business Employees for all periods ending on or prior to the Financial Effective Time, other than such . All Business Employees who accept Buyer’s offer of employment “Transferred Employees” shall be immediately employed on an uninterrupted basis by Buyer as of the foregoing that are included in Assumed Employment ObligationsClosing Date. Immediately following the Closing Date, and Purchaser Buyer shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the providing each Transferred Employee who has commenced active employment with Buyer or one of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on Affiliates with his or prior to her compensation earned following the Financial Effective Time; provided, Seller shallhowever, if payment thereof will occur after that compensation earned between the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Financial Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date shall be paid in connection accordance with Section 2.08. Buyer shall also provide each Transferred Employee who has commenced active employment with Buyer or one of its Affiliates with employee benefits that are no less favorable in the aggregate than the employee benefits provided by Buyer and its Affiliates to its similarly situated (based on position, responsibilities and location) employees from time to time; provided that nothing contained herein shall mean that Buyer must offer any benefits under any defined benefit plan or equity compensation plan. Notwithstanding anything in this Section 11.01 to the contrary, with respect to any Business Employee who as of the Closing Date is on military leave, sick leave, maternity leave or short-term disability, except as required by applicable law, Buyer need only offer to employ such Business Employee for the period beginning after such absence if such Business Employee returns to employment in accordance with the Family and Medical Leave Act terms of 1993. Effective on the Closing Datesuch Business Employee’s leave, Seller shall, and hereby does, release all Hired Employees from any provided that such Business Employee commences active employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent with Buyer no later than six (but only to the extent6) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to months after the Closing Date. Seller does Notwithstanding the foregoing, such six (6) month limitation shall not apply to Business Employees on military leave as long as such Business Employee applies to return to employment within ninety (90) days of release any Hired or honorable discharge from armed services. Any Business Employee from any confidentiality agreement executed by who is on leave on the Closing Date and commences active employment with Buyer in accordance with the preceding sentence will cease employment with Sellers at the end of such Hired Employee in favor leave of third parties relating to receipt of confidential information in connection with potential business acquisitionsabsence.

Employment of Employees. (a) On or before the Closing Date, Purchaser ----------------------- shall offer make offers of employment to all salaried and nonsalaried employees of the Business (except for (a) employees who are hourly Employees and to those certain salaried Employees identified on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time statusSCHEDULE 11.1, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at Employees who are "Not Actively Employed" by Seller on the Closing Date for any reason whatsoever, including but not limited to a leave of absence, long term or (c) Xxxx XxXxxxx and Xxxxx Xxxxxxshort term disability, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior termination of employment (an Employee shall be considered "Not Actively Employed" if the Employee did not report to work with Seller for a period of at least six consecutive business days which includes the Closing Date, and thereafter will provide services Date (excluding vacation time or absences due to minor illness)). Employees who accept the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter made by Purchaser shall be referred to as the "Hired Employees." " (b) Purchaser has confirmed to Seller that each Hired Employee shall receive credit for the purposes of determining vesting service under Purchaser's tax qualified deferred compensation plans applicable to the Hired Employees. Purchaser has also confirmed to Seller that Hired Employees shall be entitled to participate in Purchaser's group insurance plans and programs (subject to the terms of such plans and programs) without regard to applicable waiting, eligibility, or pre-existing condition limitation periods, except to the extent that such eligibility, waiting, or pre-existing limitation periods would apply under Seller's group insurance plans or programs. Purchaser has further confirmed that Hired Employees shall receive credit under applicable severance pay plans maintained by Purchaser as of the Closing Date for employment service with Seller to the extent such Hired Employees are not entitled to payment under Seller's severance pay (or similar) plans with respect to such service with Seller. Notwithstanding any possible inferences to the contrary, neither of Seller nor Purchaser intends for this Article 11 to create any rights or obligations except as between the parties hereto, and no past, present or future employees of Seller or Purchaser shall be treated as third-party beneficiaries of this Article 11. (c) Seller shall be responsible for the payment of all earned but unpaid salarieswages, bonuscommissions, vacation severance pay, accrued vacation, sick pay, holiday pay, severance pay and other like employee benefit plan obligations and payments under ERISA Sections 601-609 (i) to Hired Employees to the employees extent that such compensation or benefits are earned or accrued but not yet paid through the Closing Date and (ii) to any Employees of the Business Seller who are not Hired Employees. Except for all periods ending on obligations specifically assumed by Purchaser hereunder, Seller, General Partner or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller Resources shall be responsible for the payment of any amounts due to its employees Employees (including the Hired Employees) pursuant to the Company Seller Benefit Plans as a result of the employment or termination of employment of its employeesEmployees or as a result of the consummation of the transactions contemplated hereunder, andincluding actions taken by Purchaser post-closing which subsequently cause payment obligations of Seller, in determining bonuses and other similar payments due to Hired Employees for any period ended on General Partner or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paidResources. Seller shall be responsible for reporting all employee-related costs and liabilities of Hired Employees accruing prior to the Closing Date, whether payable on or after the Closing Date. Seller is responsible for all incurred but unreported or unpaid medical claims made, occurring or arising prior to the Effective Time Closing Date and for the cost associated with any hospital confinement which that commences prior to the Effective TimeClosing Date. Seller Purchaser shall become responsible for all costs and liabilities attributable to Hired Employees accruing after the Closing Date; PROVIDED, HOWEVER, that Purchaser shall not be responsible for (a) all liabilities arising under the Company Seller Benefit Plans (except as specifically assumed hereunder related to the Transferred Benefit Plans) or (b) liabilities associated with any short term or long term disabilities incurred, or leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993Date. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in substantially the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- NDC shall offer ------------------------ employment to all salaried and nonsalaried employees those Employees of the Acquired Business (except for (a) employees who are listed on Seller's salary continuation program for employees Schedule 2.13 of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in connection with the Family hiring such Employees and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior use its commercially reasonable efforts to the Closing Date, and thereafter will provide services make such Employees available to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this AgreementNDC. All employees of the Business such Employees accepting PurchaserNDC's offer of employment are hereinafter referred to as the "Hired Employees." Seller Except as otherwise provided herein, PMSI shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business Employees for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment ObligationsClosing Date. Seller PMSI shall be responsible for the payment of any amounts due to its employees Employees (including the Hired Employees) pursuant to the Company PMSI Benefit Plans as a result of the employment of its employeesEmployees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective TimeClosing Date, Seller PMSI shall, if payment thereof will occur after the Effective TimeClosing Date and the applicable performance period has been completed prior to the Closing Date, waive any requirement that such employees Employees be employees of Seller PMSI on the date such bonuses or other similar payments are paid. Seller PMSI shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time Closing Date and for the cost associated with any hospital confinement which commences prior to the Effective TimeClosing Date. Seller NDC shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) all liabilities arising under the Company PMSI Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller PMSI shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller PMSI and such Hired Employees relating to the Acquired Business to the extent (but only to the extent) necessary for Purchaser NDC to operate the Acquired Business in the same manner as operated by Seller PMSI prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before No later than the Closing Date, Purchaser ----------------------- shall will offer employment to all salaried and nonsalaried employees of the Business Employees set forth on SCHEDULE 11.1 (except for (athe "Offered Employees") employees who are on Seller's salary continuation program for employees to be effective as of the BusinessClosing Date. Unless otherwise required under applicable Law, or each such offer shall be (bi) employees who are otherwise on any leave for either full-time or part-time statusemployment, other than vacation leaveconsistent with and the same as, maternity leave or any leaves taken in connection such Employee's employment with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business Seller as of the date Closing Date, (ii) with similar duties and responsibilities as Employee is engaged in for the Seller as of this Agreementthe Closing Date, but who will become employees (iii) with base salary that is no less than the base salary such Employee received from the Seller as of Maxim on or prior to the Closing Date, and thereafter will provide services (iv) a package of benefits, privileges and perquisites that is no less favorable than those offered to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly similarly-situated employees of Purchaser on the date of this AgreementPurchaser. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business Employees for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) Employees pursuant to the Company Employee Benefit Plans of Seller as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired the Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with confinement in any hospital confinement medical care, nursing, rehabilitation or similar facility which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities Liabilities associated with any medical leaves of absence taken prior to the Closing Date in connection with the Family and Medical Leave Act of 19931993 or any other policy, program or plan of Seller, except that Purchaser agrees that at the Effective Time all Offered Employees who become Hired Employees shall become employees of Purchaser at the Effective Time notwithstanding their inability to report to work at the Effective Time and Seller shall hold their positions open until they are released by a physician to return to work as an employee of Purchaser. Effective on at the Closing DateEffective Time, Seller shall, and hereby does, release all Hired Offered Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Offered Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Offered Employee from any confidentiality agreement executed by such Hired Offered Employee in favor of third parties Third Parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx Mike XxXxxxx and Xxxxx xxx Stevx Xxxxxx, each xxch of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- ------------------------ shall offer employment to to: (i) all of the salaried and nonsalaried non-salaried manufacturing and production employees at the Division's manufacturing facilities, and (ii) substantially all of the salaried and non-salaried administrative and clerical employees of the Business (except except, in both cases, for employees who are (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or Date, and (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become those employees of Maxim listed on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by PurchaserSchedule 11.1 hereto) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser Seller to similarly situated employees of Purchaser such Employees on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." To the extent not reflected on the Closing Date Balance Sheet or otherwise defined as an Assumed Liability, Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time. To the extent not reflected on the Closing Date Balance Sheet or otherwise defined as an Assumed Liability, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. To the extent not reflected on the Closing Date Balance Sheet or otherwise defined as an Assumed Liability, Seller shall be responsible for all medical claims (including all incurred but unreported or unpaid unpaid) arising out of treatment provided on or prior to, or hospitalization or confinement for medical claims occurring reasons in any health care or treatment facility that commenced on or prior to and continues through and after, the Effective Time and for the cost all costs associated with any hospital confinement which commences prior such medical claims. Purchaser shall become responsible for all salaries and compensation payable to Hired Employees for employment services first provided on or after the Effective Time. Seller ; provided, however, that Purchaser shall not be responsible for (a) all liabilities arising under the Company Benefit Plans (other than the Transferred Benefit Plans), or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993 unless such liability arises from Purchaser's failure to comply with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer agrees to offer, or cause its affiliate to offer, employment to all salaried Jeff Xxxxx xxx Derrxxx Xxxx xx competitive salaries and nonsalaried employees of benefits to perform substantially the Business (except for (a) employees who are same responsibilities as on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreementhereof. In addition, but who except as set forth on SCHEDULE 11.2.1 (which Schedule will become employees of Maxim on or be delivered to Sellers not less than four (4) days prior to the Closing Date), Purchaser will offer, or cause its affiliate to offer, employment, on such terms and thereafter will provide services conditions as Purchaser may establish, to the Business those employees shown on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this AgreementSCHEDULE 5.18. 1. All employees of the Furniture Business accepting Purchaser's offer of employment are employment, together with Jeff Xxxxx xxx Derrxxx Xxxx, xxe hereinafter referred to as the "Hired Employees." Seller shall be responsible Except for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments Assumed Liabilities (as to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and which Purchaser shall be responsible for all Assumed Employment Obligations. responsible), each Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Employee Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, . Each Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of either Seller on the date such bonuses or other similar payments are paid. Seller Except as specifically set forth in SCHEDULE 2.1(b), and except for Assumed Liabilities (as to which Purchaser shall be responsible), Sellers shall be responsible for all incurred but unreported or medical claims and unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller Sellers shall be responsible for (a) all liabilities arising under the Company Employee Benefit Plans Plans, or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, each Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between either Seller and such Hired Employees relating to the Furniture Business to the extent (but only to the extent) necessary for Purchaser to operate the Furniture Business in the same manner as operated by Seller Sellers prior to the Closing Date. Seller does not release Each Hired Employee shall be credited for their uninterrupted length of service with Sellers for any "employee pension benefit plan" (within the meaning of ERISA) maintained by Purchaser or Purchaser's affiliate which a Hired Employee from any confidentiality agreement executed by such and after the Closing is or becomes eligible to participate and elects to so participate (to the extent an election is so required). Seller agrees to amend their 401(k) plan to the extent necessary to permit, in accordance with Section 401(k)(10)(A)(ii) of the Code and regulations thereunder, each Hired Employee in favor to elect to a lump sum distribution of third parties relating to receipt of confidential information in connection with potential business acquisitionstheir vested account balance after Closing.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on On or prior to the Closing Date, and thereafter will provide services the Buyer shall be entitled to offer, in the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates Buyer’s sole discretion, employment to any of pay and working conditions, respectively, offered by Purchaser to similarly situated the current employees of Purchaser on Seller involved in the date of this AgreementBusiness. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. The Seller shall be responsible for the payment of any amounts due to all of its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended employees on or prior to the Effective TimeClosing Date, including, but not limited to, all salary, wages, compensation, bonuses, expenses or in connection with any Employee Benefit Plans. Except with respect to Seller’s Employee Stock Purchase Plan, the Seller shall, if payment thereof will occur after the Effective TimeClosing Date, waive any requirement that such employees be employees of the Seller on the date such bonuses or other similar payments are paid. The Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time Closing Date and for the cost costs associated with confinement in any hospital confinement medical care, nursing, rehabilitation or similar facility which commences prior to the Effective TimeClosing Date. The Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or and obligations associated with: (bi) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 19931993 or any policy, program or plan and (ii) any payments or other benefits due to any of the Seller’s employees as a result of the consummation of transactions contemplated under this Agreement. Effective on as of the Closing DateClosing, the Seller shall, and hereby does, release all Hired Employees its employees that Buyer elects to hire from any employment employment, non-compete and/or confidentiality agreement agreements previously entered into between any of the Seller or its Affiliates, on the one hand, and such Hired Employees relating to employees, on the Business other hand, to the extent (but only to the extent) necessary for Purchaser the Buyer to operate the Business substantially in the same manner as operated by the Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before BUYER shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried such employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken Offices listed in connection with the Family and Medical Leave Act of 1993 Schedule R as may be employed by Banc One at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business Offices as of the date of this Agreementthe Banc One Closing (including, but without limitation, those employees who will become employees on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at Banc One as of Maxim on or prior to the Closing Date, and thereafter will provide services for a base salary not less than that paid by Banc One as of the Closing Date, Employees accepting employment with BUYER, including but not limited to the Business on Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an independent contractor office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or consulting basis as reasonably requested by Purchaserat the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") at substantially equivalent rates between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser that which the Terminated Employee would have received on the date of this Agreement. All employees such transfer, termination, or reduction in salary under the severance plan of Banc One applicable to the Terminated Employee as of the Business accepting Purchaser's offer date hereof and set forth in Schedule R or the severance plan of employment are hereinafter referred BUYER otherwise applicable to the Terminated Employee as of the "Hired Employees." Seller date of such transfer, termination, or reduction in base salary. Such payment shall be responsible for due and owing the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller Terminated Employee on the date of such bonuses transfer, termination, or other similar payments are paidreduction in salary. Seller Nothing contained in this Agreement shall be responsible for all incurred but unreported restrict or unpaid medical claims occurring prior to the Effective Time prohibit BUYER and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Transferred Employee from any confidentiality entering into an agreement executed by such Hired satisfactory to both BUYER and the Transferred Employee providing for resolution of matters set forth in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionsthis section.

Employment of Employees. (a) On or before the Closing Date, Purchaser ----------------------- shall agrees to offer employment to Jim Xxxx xx a competitive salary and benefits to perform substantially the same responsibilities as on the date hereof. (b) Pursuant to the terms and conditions of the Employee Lease Agreement, as of the Effective Time, (i) Purchaser agrees to lease from Seller and Seller agrees to lease to Purchaser all salaried and nonsalaried of the employees of the Automotive Business (except for those listed on SCHEDULE 8.2 (athe "Leased Employees"), and (ii) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who Purchaser will become employees of Maxim on or prior offer employment to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this AgreementLeased Employees. All employees of the Automotive Business accepting Purchaser's offer of employment are employment, including Jim Xxxx, xxe hereinafter referred to as the "Hired Employees." Seller shall be responsible " (c) Except for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business Assumed Liabilities for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and which Purchaser shall be responsible for all Assumed Employment Obligations. and except as provided in the Employee Lease Agreement, Seller shall be responsible for the payment of any amounts due to its employees (including the Leased Employees and the Hired Employees) pursuant to the Company Employee Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or employees prior to the Effective TimeTime Except as specifically set forth in SCHEDULE 2.1(B), Seller shallexcept for Assumed Liabilities for which Purchaser shall be responsible and except as provided in the Employee Lease Agreement, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or medical claims and unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (ai) all liabilities arising under the Company Employee Benefit Plans Plans, other than the Divisional Change In Control Agreement, prior to the Effective Time or (b) liabilities associated with any leaves taken prior to the Closing Date Effective Time in connection with the Family and Medical Leave Act of 1993. Effective on the Closing DateEmployment Date (as such term is defined in the Employee Lease Agreement), Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between either Seller and such Hired Employees relating to the Automotive Business to the extent (but only to the extent) necessary for Purchaser to operate the Automotive Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before (a) Purchaser shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried such employees of the Business Branch Office listed in Schedule 7.1(a) attached hereto and incorporated herein, which schedule shall include the names of each employee, their date of employment, salary, type of health plan coverage, including single or family coverage, number of dependents and portion of premium paid by employee, and any applicable severance plan as may be employed by Seller at the Branch Office as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at Seller as of the Closing Date, and for a base salary not less than that paid by Seller as of the Closing Date. Employees accepting employment with Purchaser, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees." In the event that Purchaser shall transfer (except in a comparable position and for (a) employees who are on Seller's salary continuation program for employees comparable compensation to an office not more than 35 miles from the Branch Office at which the Transferred Employee is employed as of the BusinessClosing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (bthe "Terminated Employee") employees who are otherwise on any leave or part-time statusbetween the Closing Date and the date which is one (1) year from the Closing Date, other than vacation leavefor cause, maternity leave Purchaser shall pay to the Terminated Employee a sum equal to the greater of that which the Terminated Employee would have received on the date of such transfer, termination, or any leaves taken reduction in connection with salary under the Family and Medical Leave Act severance plan of 1993 at Seller applicable to the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee Terminated Employee as of the Business date hereof and set forth in Schedule 7.1 or the severance plan of Purchaser otherwise applicable to the Terminated Employee as of the date of this Agreementsuch transfer, but who will become employees of Maxim on termination, or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreementreduction in base salary. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller Such payment shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.due

Employment of Employees. On or before (a) BUYER shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried such employees of the Business Offices listed in SCHEDULE R as may be employed by BANK ONE at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at BANK ONE as of the Closing Date, and for a base salary not less than that paid by BANK ONE as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for (a) employees who are on Seller's salary continuation program for employees comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the BusinessClosing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (bthe "Terminated Employee") employees who are otherwise on any leave or part-time statusbetween the Closing Date and the date which is one (1) year from the Closing Date, other than vacation leavefor cause, maternity leave BUYER shall pay to the Terminated Employee a sum equal to the greater of that which the Terminated Employee would have received on the date of such transfer, termination, or any leaves taken reduction in connection with salary under the Family and Medical Leave Act severance plan of 1993 at BANK ONE applicable to the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee Terminated Employee as of the Business date hereof and set forth in SCHEDULE R or the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of this Agreementsuch transfer, but who will become employees of Maxim on termination, or prior to reduction in base salary. Such payment shall be due and owing the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement. All employees Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this section. (b) BANK ONE will cooperate with BUYER, to the Business accepting Purchaser's offer of employment are hereinafter referred extent reasonably requested and legally permissible, to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to provide BUYER with information about the employees of the Business for all periods ending on or prior to Offices including, without limitation, providing BUYER with the Effective Time, other than such personnel files of those employees of the foregoing that are included in Assumed Employment ObligationsOffices who provide BANK ONE with their written consent thereto, and Purchaser shall be responsible for a means to meet with the subject employees. BUYER hereby agrees to indemnify and to hold BANK ONE and its affiliates and its and their officers, directors, agents, and employees harmless from and against any and all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans liability, loss, cost, and expense, however arising, as a result of release of information and/or files concerning the employment of its referenced employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before (a) BUYER shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried such employees of the Business Offices listed in Schedule R as may be employed by BANK ONE at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at BANK ONE as of the Closing Date, and for a base salary not less than that paid by BANK ONE as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for (a) employees who are on Seller's salary continuation program for employees comparable compensation to an office not more than 35 miles from the Office at which the Transferred Employee is employed as of the BusinessClosing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (bthe "Terminated Employee") employees who are otherwise on any leave or part-time statusbetween the Closing Date and the date which is one (1) year from the Closing Date, other than vacation leavefor cause, maternity leave BUYER shall pay to the Terminated Employee a sum equal to the greater of that which the Terminated Employee would have received on the date of such transfer, termination, or any leaves taken reduction in connection with salary under the Family and Medical Leave Act severance plan of 1993 at BANK ONE applicable to the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee Terminated Employee as of the Business date hereof and set forth in Schedule R or the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of this Agreementsuch transfer, but who will become employees of Maxim on termination, or prior to reduction in base salary. Such payment shall be due and owing the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement. All employees Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this section. (b) BANK ONE will cooperate with BUYER, to the Business accepting Purchaser's offer of employment are hereinafter referred extent reasonably requested and legally permissible, to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to provide BUYER with information about the employees of the Business for all periods ending on or prior to Offices including, without limitation, providing BUYER with the Effective Time, other than such personnel files of those employees of the foregoing that are included in Assumed Employment ObligationsOffices who provide BANK ONE with their written consent thereto, and Purchaser shall be responsible for a means to meet with the subject employees. BUYER hereby agrees to indemnify and to hold BANK ONE and its affiliates and its and their officers, directors, agents, and employees harmless from and against any and all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans liability, loss, cost, and expense, however arising, as a result of release of information and/or files concerning the employment of its referenced employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees of the Business Employees (except for (a) employees Employees who are () on Seller's salary continuation program for employees Worker’s Compensation or other medical disability leave, () on “light duty” as a result of the Businessany worker’s compensation or other medical disability, except pregnancy disability, or (b) employees who are otherwise on any other leave or part-time status, other than vacation leave, leave or maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent the same rates of pay and working conditions, respectively, conditions offered by Purchaser Seller to similarly situated employees of Purchaser such Employees on the date of this Agreement. All employees of the Business Employees accepting Purchaser's ’s offer of employment are hereinafter referred to as the "“Hired Employees." ” Seller shall be responsible for the payment of all earned accrued but unpaid salaries, bonuswages, vacation pay, sick pay, holiday pay, and severance pay due to Hired Employees, up to and other like obligations and payments to the employees of the Business for all periods ending on or prior to including the Effective Time, other than such Time or the earlier termination of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligationsemployment. Seller shall be responsible for the payment of any amounts due to its employees Employees (including the Hired Employees) pursuant to the Company Benefit Seller Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paidEmployees. Seller shall will be responsible for reporting and paying all incurred but unreported or unpaid medical claims occurring prior to the Effective Time employee-related costs and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller accruing prior to the Closing Date. Purchaser shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date. Purchaser shall allow Seller does access to the Hired Employees to perform services as needed to wind up the affairs of Seller, to the extent such services do not release any Hired Employee from any confidentiality agreement executed unduly interfere with the timely performance of duties by such Hired Employee in favor Employees for Purchaser. The services of third parties relating the Hired Employees shall be provided, subject to receipt the preceding sentence, free of confidential information in connection with potential business acquisitionscharge to Seller.

Employment of Employees. On or before (a) Buyer presently intends to offer employment, effective as of the Closing Date, Purchaser ----------------------- shall to the Employees listed on Exhibit B, conditioned upon such Employees voluntarily resigning their employment with Seller. Buyer presently intends to offer employment to all salaried such Employees at substantially the same wage or salary levels, as applicable, and nonsalaried employees with employee benefits that are substantially the same as the Employees then existing compensation and benefits. If Buyer employs, effective as of the Business (except for (a) employees who are Closing Date, any of the Employees identified on Exhibit B as "Key Employees", Buyer agrees, subject to Section 9.16, to make each of said Key Employees that it employs available to train another of Seller's salary continuation program Employees for employees a period of time not to exceed one hundred eighty (180) days after the Business, or Closing. (b) employees Seller shall be solely responsible for all claims relating to any employee of Seller, including claims of Employees of the Seller who are otherwise on any leave or part-time statusemployed by the Buyer following Closing to the extent that they relate to events arising prior to the Closing, other than vacation leaveincluding claims for salary, maternity leave bonuses, commissions, vacation, holiday and sick pay, pension or any leaves taken other benefits whatsoever, severance pay or pay in lieu of notice, any unfair labor complaint, grievance or arbitration and all Taxes relating thereto. (c) Seller shall pay all wages, salaries, fees and bonuses, and all amounts due in lieu of holiday pay, to all employees of Seller who are employed in connection with the Family Business up to and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to including the Closing Date, and thereafter will provide services . (d) Buyer shall be solely responsible for all claims relating to any employee of Seller who is employed by Buyer following Closing to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay extent that they relate to events arising following Closing, including claims involving salary, bonuses, commissions, vacation, holiday and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday paypension or any other benefits whatsoever, severance pay and other like obligations and payments to the employees or pay in lieu of the Business for all periods ending on notice, or prior to the Effective Timeany unfair labor complaint, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on grievance or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionsarbitration.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer agrees to offer, or cause its affiliate to offer, employment to all salaried Jeff Irwin and nonsalaried employees of Derrill Rice ax xxxxxxxtive xxxxxxxx xnd benefits to perform substantially the Business (except for (a) employees who are same responsibilities as on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreementhereof. In addition, but who except as set forth on SCHEDULE 11.2.1 (which Schedule will become employees of Maxim on or be delivered to Sellers not less than four (4) days prior to the Closing Date), Purchaser will offer, or cause its affiliate to offer, employment, on such terms and thereafter will provide services conditions as Purchaser may establish, to the Business those employees shown on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this AgreementSCHEDULE 5.18. 1. All employees of the Furniture Business accepting Purchaser's offer of employment are hereinafter referred employment, together with Jeff Irwin and Derrill Rice, xxx xxxxxnaftex xxxxxxxx to as the "Hired Employees." Seller shall be responsible Except for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments Assumed Liabilities (as to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and which Purchaser shall be responsible for all Assumed Employment Obligations. responsible), each Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Employee Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, . Each Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of either Seller on the date such bonuses or other similar payments are paid. Seller Except as specifically set forth in SCHEDULE 2.1(B), and except for Assumed Liabilities (as to which Purchaser shall be responsible), Sellers shall be responsible for all incurred but unreported or medical claims and unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller Sellers shall be responsible for (a) all liabilities arising under the Company Employee Benefit Plans Plans, or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, each Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between either Seller and such Hired Employees relating to the Furniture Business to the extent (but only to the extent) necessary for Purchaser to operate the Furniture Business in the same manner as operated by Seller Sellers prior to the Closing Date. Seller does not release Each Hired Employee shall be credited for their uninterrupted length of service with Sellers for any "employee pension benefit plan" (within the meaning of ERISA) maintained by Purchaser or Purchaser's affiliate which a Hired Employee from any confidentiality agreement executed by such and after the Closing is or becomes eligible to participate and elects to so participate (to the extent an election is so required). Seller agrees to amend their 401(k) plan to the extent necessary to permit, in accordance with Section 401(k)(10)(A)(ii) of the Code and regulations thereunder, each Hired Employee in favor to elect to a lump sum distribution of third parties relating to receipt of confidential information in connection with potential business acquisitionstheir vested account balance after Closing.

Employment of Employees. On or before (a) As of the Closing Date, Purchaser ----------------------- the Companies shall offer employment continue to employ all salaried and nonsalaried employees of the Business Employees other than the individuals listed on Schedule 7.1(a). Neither the Acquiror nor any of its Affiliates (except including the Companies) shall be obligated, however, to continue to employ any Employee for (a) employees who are on Seller's salary continuation program for employees any specific period of time following the BusinessClosing Date, or subject to applicable Law. (b) employees who are Except as otherwise on required by applicable Law, for a period of no less than one (1) year following the Closing Date, each Employee shall be entitled to receive while in the employ of the Acquiror, any leave or part-time status, other than vacation leave, maternity leave of the Companies or any leaves taken in connection with of their Affiliates at least the Family and Medical Leave Act of 1993 at same base salary or hourly wages as was disclosed by DSSC to the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of Acquiror as being provided to such Employee by the Business Companies as of the date hereof, subject to any increase in salary or hourly wages granted by DSSC following the date hereof in accordance with Section 6.1(j). Notwithstanding the foregoing, nothing in this section shall be construed to confer a right to continued employment with the Acquiror or any of this its Affiliates (including, after the Closing, the Companies). (c) Each Company shall remain bound by and retain exclusive responsibility on and after the Closing Date for all individual employment, retention, termination, severance, relocation/sign on bonus and other similar agreements, all of which are listed in Schedule 7.1(c) (collectively, “Employee Agreements”) between such Company and any current or former employee of such Company. (d) Except as otherwise provided by Law, if the Closing occurs prior to December 31, 2010, then, for at least the period between the Closing Date and December 31, 2010, the Acquiror shall, or shall cause its applicable Affiliates to, (i) provide each Employee with an amount of vacation, sick and personal paid leave (collectively, “Paid Time Off”) that is no less than the amount of unused Paid Time Off such Employee has accrued with the Companies for the year during which the Closing occurs and (ii) provide Paid Time Off benefits to the Employee that are comparable to those provided under the applicable Paid Time Off program of the Acquiror or its Affiliates as in effect on the Closing Date. Effective as of the Closing Date, the Acquiror shall, or shall cause its Affiliates (including the Companies) to, honor all obligations of the Companies for the unused Paid Time Off of the Employees that has accrued during the calendar year in which the Closing occurs. Upon the later of the Closing Date and January 1, 2011, Acquiror will transition Employees to its vacation, floating holiday, sick day and short term disability programs, taking into account any service accrued while employed at any Company to the extent the benefit is based on years of service. No Employee shall carry over any prior year Paid Time Off after the effective date of such transition, except as required by applicable Law. (e) Except as otherwise provided by Law, notwithstanding anything to the contrary in the Agreement, but the Acquiror shall, or shall cause its Affiliates to, provide severance benefits to any Employee who will become employees is laid off or terminated during the one-year (1-year) period following the Closing Date in accordance with the Acquiror’s standard severance policies or, if applicable, such Employee’s employment agreement with the Acquiror or any of Maxim on its Affiliates (including the Companies), taking into account any service accrued while employed at any Company (the amount of any such Employee’s severance payment under the Acquiror’s standard severance policies or employment agreement, the “Standard Severance Amount”). In addition to the Standard Severance Amount, so long as such Employee executes a general release releasing the Companies and their Affiliates from any claims arising from or relating to such Employee’s employment with any of the Company or any of their Affiliates, the Acquiror shall pay to each Employee (other than Employees of Alaska Frontier) who is laid off or terminated during the one-year (1-year) period following the Closing Date a supplemental severance payment in an amount equal to the positive difference between (i) an amount equal to one (1) year of such Employee’s base salary or hourly wages as of immediately prior to the Closing DateDate minus (ii) the Standard Severance Amount with respect to such Employee (the amount of any such Employee’s supplemental severance payment, and thereafter will provide services the “Supplemental Severance Amount”). Any Supplemental Severance Amounts payable by the Acquiror shall be paid to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser applicable Employees in a lump sum on the date of this Agreement. All employees that is six (6) months following the one year anniversary of the Business accepting Purchaser's offer Closing or if the Employee is a “specified employee” within the meaning of employment are hereinafter referred Code Section 409A, six (6) months following the Employee’s separation from service (within the meaning of Code Section 409A), if later. Following the payment by the Acquiror of all Supplemental Severance Amounts hereunder, the Acquiror shall provide a written notice to Xx. Xxxxxx setting forth (x) a list of the Employees (other than Employees of Alaska Frontier) who were laid off or terminated during the one-year (1-year) period following the Closing Date and (y) with respect to each such Employee, the Standard Severance Amount and Supplemental Severance Amount paid by the Acquiror to such Employee. Promptly following the receipt of such notice by Xx. Xxxxxx, Xx. Xxxxxx shall reimburse the Acquiror for fifty percent (50%) of the aggregate severance payments (Standard Severance Amount and Supplemental Severance Amount) actually paid to each Employee (other than Employees of Alaska Frontier) in accordance with this Section 7.1(e) (net of any Tax benefits (determined using an assumed rate of 35%) to be received by the Acquiror or its Affiliates (including the Companies) as a result of providing the "Hired Employees." Seller Standard Severance Amounts and the Supplemental Severance Amounts); provided that in no event shall Xx. Xxxxxx’x reimbursement obligation under this Section 7.1(e) with respect to any Employee exceed the Supplemental Severance Amount paid by the Acquiror to such Employee. No Employee terminated for cause shall be responsible entitled to receive a severance payment pursuant to this Section 7.1(e), and any such terminations for cause shall be handled by the Acquiror pursuant to its policies and procedures generally applicable to its employees. (f) The Acquiror shall, or shall cause its Affiliates to, credit the Employees for service earned and, in the case of Employees of CBIC’s Phoenix East branch, service credited with the Companies on the Closing Date, in addition to service earned with the Acquiror and its Affiliates (including the Companies) on or after the Closing Date, (i) to the extent that such service is relevant for purposes of eligibility, vesting or the calculation of paid time off, severance, layoff and similar benefits and for purposes of benefit accruals (but not for purposes of defined benefit pension benefit accruals other than future benefit accruals) under any tax-qualified retirement plan and non-qualified employee benefit plan, program or arrangement of the Acquiror or any of its Affiliates for the payment benefit of all earned but unpaid salariesthe Employees on or after the Closing Date, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments (ii) to the employees extent that such service is relevant for purposes of calculating severance payments and (iii) for such additional purposes as may be required by applicable Law. (g) The Acquiror shall, and shall cause its Affiliates to, waive limitations on benefits relating to any pre-existing conditions of the Business for all periods ending on Employees and their eligible dependents. The Acquiror shall, subject to applicable Law, provide equitable adjustments to reflect deductibles paid under any Company group health plan during any short plan year which occurs as a result of transitioning employees from the group health plans of the Company to the group health plans of the Acquiror or its Affiliates. (h) The Acquiror shall, and shall cause its Affiliates, as applicable, to, permit each Employee who has one or more outstanding loans under a defined contribution plan maintained by the Companies immediately prior to the Effective Time, other than such Closing Date and who receives an “eligible rollover distribution” within the meaning of Section 402(c)(4) of the foregoing that are included Code from such plan to elect to directly roll over such distribution, including such outstanding plan loans, into a tax-qualified defined contribution plan maintained by the Companies or the Acquiror or any of its Affiliates. (i) Notwithstanding anything else in Assumed Employment Obligationsthis Agreement, and Purchaser in no event shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due Initial Transaction Bonus payments, Additional Transaction Bonus payments, Supplemental Severance Amount payments or payments made to its employees (including the Hired Employees) pursuant to the Company Benefit Plans Employees as a result of the employment termination of the Deferred Compensation Plans be taken into account by the Acquiror or its Affiliates following the Closing for any purpose under any employee benefit plan, program or arrangement of the Acquiror or any of its employeesAffiliates, andincluding for purposes of determining eligibility or participation in any such employee benefit plan, in determining bonuses and other similar payments due to Hired Employees for any period ended on program or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionsarrangement.

Employment of Employees. On or before (a) BUYER shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall to all employees (other than Leave Employees as defined in SECTION 4.2(D) -------------- of the Offices as may be employed by SELLER at the Offices as of the Closing Date and will offer employment to all salaried and nonsalaried Leave Employees at such time as the leave terminates with SELLER. The employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business Offices as of the date of this AgreementAgreement are listed on SCHEDULE O hereto, but who which schedule will become be updated as ---------- of the Closing Date as necessary to show the employees of Maxim on the Offices as of the Closing Date. BUYER and SELLER shall cooperate to allow BUYER to meet with and interview all such employees after the date hereof to determine the most mutually beneficial position for such employees with BUYER. Employees accepting employment with BUYER are referred to herein as the "TRANSFERRED EMPLOYEES." A --------------------- Transferred Employee shall not have his or prior to her base salary reduced by BUYER for a period of twelve (12) months after the Closing Date. In the event that BUYER shall terminate the employment of a Transferred Employee or a Transferred Employee shall terminate his or her employment (the "TERMINATED EMPLOYEE") ------------------- between the Closing Date and the date which is one (1) year from the Closing Date, and thereafter will provide services other than for cause (as determined in accordance with SELLER's severance plan), BUYER shall pay to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates Terminated Employee a sum equal to the greater of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser that which the Terminated Employee would have received on the date of this Agreement. All employees such transfer, termination or reduction in salary under the severance plan of SELLER applicable to the Terminated Employee as of the Business accepting Purchaser's offer date hereof and set forth in SCHEDULE O or the severance plan of employment are hereinafter referred BUYER otherwise applicable to the Terminated ---------- Employee as of the "Hired Employees." Seller Closing Date. Such payment shall be responsible due and owing the Terminated Employee on the date of such transfer, termination or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit BUYER and any Transferred Employee from entering into an agreement satisfactory to both BUYER and the Transferred Employee providing for resolution of matters set forth in this Section. Nothing contained in this Agreement shall be construed as creating an employment agreement between BUYER and an employee of the payment of all earned but unpaid salariesOffices. (b) SELLER will cooperate with BUYER, bonusto the extent reasonably requested and legally permissible, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to provide BUYER with information about the employees of the Business for all periods ending on or prior to Offices, including, without limitation, providing BUYER with the Effective Time, other than such personnel files of those employees of the foregoing that are included in Assumed Employment ObligationsOffices who provide SELLER with their written consent thereto and a means to meet with the subject employees. BUYER hereby agrees to indemnify and to hold SELLER and its affiliates and its and their officer, directors, agents and Purchaser shall be responsible for employees harmless from and against any and all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans liability, loss, cost and expense, however arising, as a result of release of information and/or files concerning the employment of its subject employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- except as provided in Section 12.3, Buyer shall offer employment to all of the salaried and nonsalaried employees of the Business (except for (a) employees Seller Group Companies, who are on Seller's salary continuation program for employees of employed by the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business Seller Group Companies as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser the Seller Group Companies to similarly situated such employees as of Purchaser the Closing Date, provided that, subject to any restrictions provided under any collective bargaining or labor contract listed on Schedule 3.21, such employees comply with Buyer’s customary hiring procedures (including drug testing). Employees of the date Seller Group Companies who accept such offer of this Agreementemployment from Buyer shall be referred to herein as “Assumed Employees”. All Except as specifically set forth herein, the Seller Group Companies shall retain all responsibility for all employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, Group Companies other than such of the foregoing that are included in Assumed Employment Obligations, Employees and Purchaser Buyer shall be responsible for all liabilities relating to Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses Employees accruing from and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paidClosing Date. Seller Buyer shall be responsible for all incurred but unreported legally mandated continuation coverage for all Assumed Employees and their covered dependents who have a loss of health care coverage due to a qualifying event on or unpaid medical claims occurring following the Closing Date. To the extent there is any gap in health care coverage for any Assumed Employees between the Closing and the date on which such Assumed Employees will be covered under Buyer’s health care plan, Buyer will pay the cost of any health care coverage during such gap period over and above the amount of the costs funded by each such Assumed Employee immediately prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective TimeClosing. The Seller Group Companies shall be responsible for (a) all liabilities arising under legally mandated continuation coverage for all employees of the Company Benefit Plans Seller Group Companies who are not Assumed Employees and their covered dependents who have a loss of health care coverage due to a qualifying event occurring on or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on before the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall will offer employment to all each of the salaried and nonsalaried employees Employees of the Business listed on Schedule 9.1 (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser“Hired Employees”) at substantially equivalent rates of pay and working conditions, respectively, conditions as offered by Purchaser Seller immediately prior to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of Encore Trust, the Business or Company for all periods ending on or prior to the Effective Time; provided that Purchaser will reimburse Seller for up to $500,000 of actual severance costs incurred by Seller as a result of Purchaser not hiring certain employees of Encore Trust, other than such the Business or Company following the Effective Time; provided further that (i) Purchaser shall only be obligated to reimburse Seller for severance pay owed by Seller pursuant to employee agreements or benefit plans in existence and effect as of the foregoing that are included in Assumed Employment Obligationsdate of this Agreement, and (ii) Seller shall provide proof satisfactory to Purchaser shall be responsible for all Assumed Employment Obligationsof its actual payment of such severance to employees of the Business or Company not hired by Purchaser. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Employee Benefit Plans of Seller as a result of the employment of its employeesemployees prior to the Effective Time, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with confinement in any hospital confinement medical care, nursing, rehabilitation or similar facility which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities Liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date1993 or any policy, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionsprogram or plan.

Employment of Employees. On or before Purchaser may offer employment to any employees of Seller on the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned wages, commissions, severance pay, accrued but unpaid salaries, bonuswages, vacation pay, sick pay, and holiday pay, severance pay and other like obligations and payments to the Hired Employees of Seller accrued through the Closing Date, and for any employees of Seller who are not Hired Employees, up to and including the date Seller terminates the employment of such employees. Seller shall also be responsible for the payment to all employees of the Business for Seller on the Closing Date (including those that become Hired Employees) and former employees of the Seller of all periods ending on or bonuses which become payable after the Effective Time with respect to any fiscal period ended prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans (as defined herein) as a result of the employment of its employees, and, provided that in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments payment are paid. Seller shall be responsible for reporting all employee-related costs and liabilities of Hired Employees accruing prior to the Closing Date, whether payable on or after the Closing Date. Seller is responsible for all incurred but unreported or unpaid medical claims and workers' compensation claims occurring prior to the Effective Time and for the cost costs associated with any hospital confinement which commences prior to the Effective Time. Seller Purchaser shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Effective Time; provided, however, that Purchaser shall not be responsible for (a) all any liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993Plans. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating Employees. The following plans, programs, policies, or arrangements described in subparagraph (i) or (ii) are hereinafter collectively referred to as the Business "Company Benefit Plans": (i) any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") or under which either Seller, with respect to the extent employees, has any outstanding, present, or future obligation or liability, or under which any employee has any present or future right to benefits which are covered by ERISA; or (but only ii) any other pension, profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive, bonus, vacation, severance, disability, hospitalization, medical, life insurance, or other employee benefit plan, program, policy, or arrangement, which Seller maintains or to the extent) necessary for Purchaser which Seller has any outstanding, present, or future obligations to operate the Business in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionscontribute or make payments under, whether voluntary, contingent, or otherwise.

Employment of Employees. On or before (a) Buyer shall extend offers of employment, as of the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees listed in Schedule K as are actively employed by Seller at the Branches as of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, personal leave or short-term disability and who within ninety (c90) Xxxx XxXxxxx days after twelve weeks have elapsed reapply to return to work; individually and Xxxxx Xxxxxx, each of whom is an employee of collectively the Business "Leave Employees" herein) for positions entailing responsibilities in effect at the Branches as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services for a base salary not less than that paid by Seller as of the Closing Date. Employees accepting employment with Buyer, including but not limited to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditionsLeave Employees, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to herein individually and collectively as the "Hired Transferred Employees." " (b) Seller shall be responsible for the payment of all earned but unpaid salarieswill cooperate with Buyer, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the extent reasonably requested, to provide Buyer with a means to meet with the subject employees of prior to Closing. (c) Seller agrees that it will cooperate with Buyer to the Business extent reasonably requested to make the subject employees available for all periods ending on or training from time to time by Buyer prior to the Effective TimeClosing; provided, other than however, such training shall be scheduled by Buyer and coordinated with Seller in such a manner that does not significantly interfere with the normal business activities, operations and job responsibilities of the foregoing subject employees at the Branches. (d) Buyer agrees that are included in Assumed Employment Obligations, it will reimburse Seller for any and Purchaser shall be responsible for all Assumed Employment Obligations. overtime expense incurred by Seller shall be responsible for the payment arising out of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans or as a result of the employment training of its employees, and, in determining bonuses and other similar payments due to Hired the non-exempt Transferred Employees for any period ended on or by Buyer prior to the Effective TimeClosing. (e) Buyer shall assume no liability of any kind arising out of the operation of any employee benefit plan maintained by Seller for the Transferred Employees, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. and Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with indemnify Buyer against any hospital confinement which commences prior to the Effective Timesuch liability. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act Specifically, as of 1993. Effective on the Closing Date, Seller shall, the Transferred Employees will be terminated from participation in Seller's employee benefit plans and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller become eligible to participate in Buyer's employee benefit plans on the terms and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business conditions set forth in the same manner as operated by Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitionsSection 4.02 herein.