Common use of Employment of Transferred Employees Clause in Contracts

Employment of Transferred Employees. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, on the Closing Date (hereinafter collectively referred to as "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. The term "Transferred Employees" shall include only those individuals described in the preceding sentence who are identified as such on Schedule 11.1. For purposes of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Buyer also shall employ any employee of Seller or its Affiliates who on the Closing Date is an LTD Recipient (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six (6) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to the Closing Date; such Schedule 11.1 shall identify, as of the date of such Schedule, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1.

Employment of Transferred Employees. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, on the Closing Date (hereinafter collectively referred to as "Transferred Employees"a) shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. The term "Transferred Employees" shall include only those individuals described in the preceding sentence who are identified as such on Schedule 11.1. For purposes of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Buyer also shall employ any employee of Seller or its Affiliates who on the Closing Date is an LTD Recipient (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six (6) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days Immediately prior to the Closing Date; such , the Seller shall terminate the employment of each of the Technology Business Employees named on Schedule 11.1 shall identify5.11, and effective as of the date of such ScheduleClosing Date, the employees Buyer shall offer employment to each Technology Business Employee named on Schedule 5.11 (i) at a position comparable to such employee's position with the Seller immediately prior to the Closing, (ii) at wage or salary levels and bonus or other incentive compensation amount, as applicable, substantially comparable to those set forth on Schedule 5.11 with respect to such employee, and (iii) with employee benefits that are substantially comparable in the aggregate to those provided to such employee by the Seller immediately prior to their termination at Closing, with length of service with the Seller, up to the Closing Date, to be recognized by the Buyer for purposes of Buyer's benefit plans (other than accrual of benefits) as service with the Buyer. The Technology Business Employees named on Schedule 5.11 who have terminated accept such offers of employment by the Buyer effective the Closing Date shall be referred to in this Agreement as the "Transferred Employees". Effective as of the Closing Date, the Buyer shall assume the liabilities and obligations of the Seller in respect of the Transferred Employees for vacation and sick pay, but only to the extent such vacation and sick pay relate to services rendered in the ordinary course of business consistent with past practice. The Buyer shall assume and be solely responsible for the severance and other termination payments, and continued health care coverage as described in the preceding sentence; and such Schedule 11.1 shall be updated as section 4980B of the date that is three months after Code ("COBRA"), incurred by the Closing to identify any employees who terminated Seller in connection with the actual or constructive termination of employment as described with the Seller (including in connection with the preceding sentence after the date consummation of the original transactions contemplated by this Agreement and the Ancillary Documents) of any Technology Business Employee named on Schedule 11.15.11; provided that the severance and other payments with respect to any employee shall not exceed the amounts therefor set forth on Schedule 5.11 for such employee plus the costs associated with COBRA coverage.

Employment of Transferred Employees. All Subject to the other provisions of this Section 11.1, all Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with whose duties relate primarily to the Business, on the Closing Date (hereinafter collectively referred to as "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. The term "Transferred Employees" shall include only those individuals described in the preceding sentence who are identified as such on Schedule 11.1. For purposes of the first preceding sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Buyer also shall employ any employee of Seller or its Affiliates who on the Closing Date is an LTD Recipient (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six twelve (612) months following the Closing Date, Buyer shall not employactively solicit either directly or indirectly through any agents, and Buyer shall not permit any of its Affiliates to employactively solicit either directly or indirectly through any agents, any person who retires or otherwise terminates from any employment at or in association with the Business Seller during the six-month period beginning three (3) months before the Closing Date, and Buyer shall neither employ nor permit any of its Affiliates to employ any individuals who are identified to Buyer by Seller as individuals who terminated from any employment or association with Seller during such six-month period. All On or before the execution date of this Agreement, Seller shall have delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March 31, 1999, showing the following information for each such person: (i) the name of each such person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus and LTD Recipients projected 1999 bonus; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position; (vi) whether such employee is (x) subject to a collective bargaining agreement or represented by a labor organization, if any, and including the name and date of each such bargaining agreement or (y) on military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, on layoff with recall rights or on other approved leave of absence with a legal or contractual right to reinstatement; and (vii) for any employee who is not employed exclusively in the Business, a description of the nature of his or her employment and the percentage of his or her time actually allocated to the Business in calendar year 1998. Seller shall update such list at such time or times requested by Buyer, but not more often than as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller of the end of each calendar quarter occurring between the execution date hereof and submitted to Buyer at least fifteen (15) days the Closing Date, commencing with the quarter ending June 30, 1999, and as of the month ending immediately prior to the Closing Date; , in each case assuming the Closing Date had occurred on such Schedule 11.1 date, and shall identifydeliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter or month-end, as of the date of applicable. Any person who is not on such Schedule, the employees who have terminated employment list as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after end of the month immediately preceding the Closing Date shall not be a Transferred Employee, and for all purposes under this Agreement the Transferred Employees shall include only those persons on such list as updated as of such month-end who continue to identify any employees who terminated employment as described be Active Employees of Seller employed in the preceding sentence after Business or Active Employees of Seller and its Affiliates whose duties relate primarily to the date of Business, on the original Schedule 11.1Closing Date.

Employment of Transferred Employees. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, on the Closing Date (hereinafter collectively referred to as "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. The term "Transferred Employees" shall include only those individuals described in the preceding sentence who are identified as such on Schedule 11.1. For purposes of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Buyer also shall employ any employee of Seller or its Affiliates who on the Closing Date is an LTD Recipient (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased ExchangesBusiness, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six (6) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to the Closing Date; such Schedule 11.1 shall identify, as of the date of such Schedule, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1.

Employment of Transferred Employees. Schedule 8.1 lists the Active Employees (as defined below) of the Business as of the date of this Agreement, together with their job positions, service and compensation. An employee hired by Seller or its Affiliate after the date of this Agreement who would be an Active Employee but for not being employed on the date of this Agreement shall become an Active Employee as of his or her date of hire. In hiring new employees and terminating employees of the Business, Seller and its Affiliates shall follow their usual and ordinary course of business in accordance with past practice. An Active Employee who terminates employment with Seller prior to the Closing shall no longer be considered an Active Employee (without regard to the reason or circumstance for such termination). To the extent required by the foregoing, a final updated Schedule 8.1 shall be provided to Buyer on or immediately prior to the Closing Date. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, Business on the Closing Date (hereinafter collectively referred to as collectively, the "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. An individual shall be considered an "Active Employee" of the Business if the individual is employed by Seller or an Affiliate of Seller and (i) provides substantially all of his or her services to or for the Business or (ii) provides inter-unit support services to the Business and/or similar businesses of the Seller and its Affiliates and is designated as an "Inter-Unit Services Employee" on Schedule 8.1. The term "Transferred Employees" number of Inter-Unit Services Employees designated on Schedule 8.1 for each job function of the Business shall include only be equal to the whole number of full-time equivalent positions (as reasonably determined by Seller on the basis of a standard workweek and taking into account all employees of Seller and its Affiliates who provide more than de minimis services for the Business other than those individuals described employees listed on Schedule 8.1 pursuant to subparagraph (i) above) utilized in the preceding sentence who are identified as Business for such on Schedule 11.1job function. For purposes The determination of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disabilitydisability (except to the extent that any such employee subsequently goes on long-term disability due to the pre-Closing condition resulting in short-term disability leave), non-occupational disability, on or layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Any individuals who would be "Transferred Employees" but for their being on long-term disability shall be offered a position by Buyer also shall employ any employee of Seller or its Affiliates who on in the Closing Date is an LTD Recipient event they recover within twelve (as defined in Section 11.712) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of months after the Closing Date; provided that if any such employee subsequently returns to long-term disability as a result of the pre-Closing condition resulting in such long-term disability, Seller shall be responsible for providing such coverage. Notwithstanding the foregoing, individuals who would otherwise be considered "Active Employees" but who are designated by Seller as "Retained Employees" on Schedule 8.1(a) shall not be considered "Active Employees" for purposes of this Agreement, and individuals who would not otherwise be considered "Active Employees" but who are designated by Seller as "Included Employees" on Schedule 8.1(b) shall be considered "Active Employees" for purposes of this Agreement. For a period of six twelve (612) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-six-(6) month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to the Closing Date; such Schedule 11.1 shall identify, as of the date of such Schedule, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1.

Employment of Transferred Employees. All Subject to the other provisions of this Section 11.1, all Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with whose duties relate primarily to the Business, on the Closing Date (hereinafter collectively referred to as "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. The term "Transferred Employees" shall include only those individuals described in the preceding sentence who are identified as such on Schedule 11.1. For purposes of the first preceding sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Buyer also shall employ any employee of Seller or its Affiliates who on the Closing Date is an LTD Recipient (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six twelve (612) months following the Closing Date, Buyer shall not employactively solicit either directly or indirectly through any agents, and Buyer shall not permit any of its Affiliates to employactively solicit either directly or indirectly through any agents, any person who retires or otherwise terminates from any employment at or in association with the Business Seller during the six-month period beginning three (3) months before the Closing Date, and Buyer shall neither employ nor permit any of its Affiliates to employ any individuals who are identified to Buyer by Seller as individuals who terminated from any employment or association with Seller during such six-month period. All On or before the execution date of this Agreement, Seller shall have delivered to Buyer a list of the persons who would have been Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to had the Closing Date; such Schedule 11.1 shall identify, as of the date of such Schedule, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1.

Employment of Transferred Employees. Schedule 8.1 lists the Active Employees (as defined below) of the Business as of the date of this Agreement, together with their job positions, service and compensation. An employee hired by Seller or its Affiliate after the date of this Agreement who would be an Active Employee but for not being employed on the date of this Agreement shall become an Active Employee as of his or her date of hire. In hiring new employees and terminating employees of the Business, Seller and its Affiliates shall follow their usual and ordinary course of business in accordance with past practice. An Active Employee who terminates employment with Seller prior to the Closing shall no longer be considered an Active Employee (without regard to the reason or circumstance for such termination). To the extent required by the foregoing, an updated Schedule 8.1 shall be provided to Buyer once every ninety (90) days after the date hereof, or as reasonably requested by Buyer, and a final updated Schedule 8.1 shall be provided to Buyer on or immediately prior to the Closing Date. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, Business on the Closing Date (hereinafter collectively referred to as collectively, the "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. An individual shall be considered an "Active Employee" of the Business if the individual is employed by Seller or an Affiliate of Seller and (i) provides substantially all of his or her services to or for the Business or (ii) provides inter-unit support services to the Business and/or similar businesses of the Seller and its Affiliates and is designated as an "Inter-Unit Services Employee" on Schedule 8.1. The term "Transferred Employees" number of Inter-Unit Services Employees designated on Schedule 8.1 for each job function of the Business shall include only be equal to the whole number of full-time equivalent positions (as reasonably determined by Seller on the basis of a standard workweek and taking into account all employees of Seller and its Affiliates who provide more than de minimis services for the Business other than those individuals described employees listed on Schedule 8.1 pursuant to subparagraph (i) above) utilized in the preceding sentence who are identified as Business for such on Schedule 11.1job function. For purposes The determination of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disabilitydisability (except to the extent that any such employee subsequently goes on long-term disability due to the pre-Closing condition resulting in short-term disability leave), non-occupational disability, on or layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Any individuals who would be "Transferred Employees" but for their being on long-term disability shall be offered a position by Buyer also shall employ any employee of Seller or its Affiliates who on in the Closing Date is an LTD Recipient event they recover within twelve (as defined in Section 11.712) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of months after the Closing Date; provided that if any such employee subsequently returns to long-term disability as a result of the pre-Closing condition resulting in such long-term disability, Seller shall be responsible for providing such coverage. Notwithstanding the foregoing, individuals who would otherwise be considered "Active Employees" but who are designated by Seller as "Retained Employees" on Schedule 8.1(a) shall not be considered "Active Employees" for purposes of this Agreement, and individuals who would not otherwise be considered "Active Employees" but who are designated by Seller as "Included Employees" on Schedule 8.1(b) shall be considered "Active Employees" for purposes of this Agreement. For a period of six twelve (612) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-six-(6) month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to the Closing Date; such Schedule 11.1 shall identify, as of the date of such Schedule, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1.

Employment of Transferred Employees. Schedule 8.1 lists the Active Employees (as defined below) of the Business as of the date of this Agreement, together with their job positions, service and compensation. An employee hired by Sellers or their Affiliate after the date of this Agreement who would be an Active Employee but for not being employed on the date of this Agreement shall become an Active Employee as of his or her date of hire. In hiring new employees and terminating employees of the Business, Sellers and their Affiliates shall follow their usual and ordinary course of business in accordance with past practice. An Active Employee who terminates employment with Sellers prior to the Closing shall no longer be considered an Active Employee (without regard to the reason or circumstance for such termination). To the extent required by the foregoing, a final updated Schedule 8.1 shall be provided to Buyer on or immediately prior to the Closing Date. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, Business on the Closing Date (hereinafter collectively referred to as collectively, the "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. An individual shall be considered an "Active Employee" of the Business if the individual is employed by Sellers or an Affiliate of Sellers and (i) provides substantially all of his or her services to or for the Business or (ii) provides inter-unit support services to the Business and/or similar businesses of the Sellers and their Affiliates and is designated as an "Inter-Unit Services Employee" on Schedule 8.1. The term "Transferred Employees" number of Inter-Unit Services Employees designated on Schedule 8.1 for each job function of the Business shall include only be equal to the whole number of full-time equivalent positions (as reasonably determined by Sellers on the basis of a standard workweek and taking into account all employees of Sellers and their Affiliates who provide more than de minimis services for the Business other than those individuals described employees listed on Schedule 8.1 pursuant to subparagraph (i) above) utilized in the preceding sentence who are identified as Business for such on Schedule 11.1job function. For purposes The determination of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disabilitydisability (except to the extent that any such employee subsequently goes on long-term disability due to the pre-Closing condition resulting in short-term disability leave), non-occupational disability, on or layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Any individuals who would be "Transferred Employees" but for their being on long-term disability shall be offered a position by Buyer also shall employ any employee of Seller or its Affiliates who on in the Closing Date is an LTD Recipient event they recover within twelve (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six (612) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to after the Closing Date; provided that if any such Schedule 11.1 shall identify, employee subsequently returns to long-term disability as a result of the date of pre-Closing condition resulting in such Schedulelong-term disability, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 Sellers shall be updated responsible for providing such coverage. Notwithstanding the foregoing, individuals who would otherwise be considered "Active Employees" but who are designated by Sellers as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1."Retained Employees" on

Employment of Transferred Employees. All Subject to the other provisions of this Section 11.1, all Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with whose duties relate primarily to the Business, on the Closing Date (hereinafter collectively referred to as "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. The term "Transferred Employees" shall include only those individuals described in the preceding sentence who are identified as such on Schedule 11.1. For purposes of the first preceding sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, non-occupational disability, on layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Buyer also shall employ any employee of Seller or its Affiliates who on the Closing Date is an LTD Recipient (as defined in Section 11.7) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of the Closing Date. For a period of six twelve (612) months following the Closing Date, Buyer shall not employactively solicit either directly or indirectly through any agents, and Buyer shall not permit any of its Affiliates to employactively solicit either directly or indirectly through any agents, any person who retires or otherwise terminates from any employment at or in association with the Business Seller during the six-month period beginning three (3) months before the Closing Date, and Buyer shall neither employ nor permit any of its Affiliates to employ any individuals who are identified to Buyer by Seller as individuals who terminated from any employment or association with Seller during such six-month period. All On or before the execution date of this Agreement, Seller shall have delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on August 31, 1999, showing the following information for each such person: (i) the name of each such person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus and LTD Recipients projected 1999 bonus; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position; (vi) whether such employee is (x) subject to a collective bargaining agreement or represented by a labor organization, if any, and including the name and date of each such bargaining agreement or (y) on military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, on layoff with recall rights or on other approved leave of absence with a legal or contractual right to reinstatement; and (vii) for any employee who is not employed exclusively in the Business, a description of the nature of his or her employment and the percentage of his or her time actually allocated to the Business in calendar year 1998. Seller shall update such list at such time or times requested by Buyer, but not more often than as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller of the end of each calendar quarter occurring between the execution date hereof and submitted to Buyer at least fifteen (15) days the Closing Date, commencing with the quarter ending September 30, 1999, and as of the month ending immediately prior to the Closing Date; , in each case assuming the Closing Date had occurred on such Schedule 11.1 date, and shall identifydeliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter or month-end, as of the date of applicable. Any person who is not on such Schedule, the employees who have terminated employment list as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after end of the month immediately preceding the Closing Date shall not be a Transferred Employee, and for all purposes under this Agreement the Transferred Employees shall include only those persons on such list as updated as of such month-end who continue to identify any employees who terminated employment as described be Active Employees of Seller employed in the preceding sentence after Business or Active Employees of Seller and its Affiliates whose duties relate primarily to the date of Business, on the original Schedule 11.1Closing Date.

Employment of Transferred Employees. Schedule 8.1 lists the Active Employees (as defined below) of the Business as of the date of this Agreement, together with their job positions, service and compensation. An employee hired by Sellers or their Affiliate after the date of this Agreement who would be an Active Employee but for not being employed on the date of this Agreement shall become an Active Employee as of his or her date of hire. In hiring new employees and terminating employees of the Business, Sellers and their Affiliates shall follow their usual and ordinary course of business in accordance with past practice. An Active Employee who terminates employment with Sellers prior to the Closing shall no longer be considered an Active Employee (without regard to the reason or circumstance for such termination). To the extent required by the foregoing, a final updated Schedule 8.1 shall be provided to Buyer on or immediately prior to the Closing Date. All Active Employees of Seller employed in the Business, and all Active Employees of Seller and its Affiliates who are associated with the Business, Business on the Closing Date (hereinafter collectively referred to as collectively, the "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus (exclusive of any retention bonus)), as were in effect on the Closing Date, except as otherwise provided in this Agreement. An individual shall be considered an "Active Employee" of the Business if the individual is employed by Sellers or an Affiliate of Sellers and (i) provides substantially all of his or her services to or for the Business or (ii) provides inter-unit support services to the Business and/or similar businesses of the Sellers and their Affiliates and is designated as an "Inter-Unit Services Employee" on Schedule 8.1. The term "Transferred Employees" number of Inter-Unit Services Employees designated on Schedule 8.1 for each job function of the Business shall include only be equal to the whole number of full-time equivalent positions (as reasonably determined by Sellers on the basis of a standard workweek and taking into account all employees of Sellers and their Affiliates who provide more than de minimis services for the Business other than those individuals described employees listed on Schedule 8.1 pursuant to subparagraph (i) above) utilized in the preceding sentence who are identified as Business for such on Schedule 11.1job function. For purposes The determination of the first sentence, the term "Active Employees" shall include all full-time and part-time employees, employees on workers' compensation, military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disabilitydisability (except to the extent that any such employee subsequently goes on long-term disability due to the pre-Closing condition resulting in short-term disability leave), non-occupational disability, on or layoff with recall rights, and employees on other approved leaves of absence with a legal or contractual right to reinstatement. Any individuals who would be "Transferred Employees" but for their being on long-term disability shall be offered a position by Buyer also shall employ any employee of Seller or its Affiliates who on in the Closing Date is an LTD Recipient event they recover within twelve (as defined in Section 11.712) and who immediately before his active employment with Seller or its Affiliates ceased was employed in or in association with the Business and whose primary work location is within the areas serviced by the Purchased Exchanges, provided such employee returns to active employment within one (1) year of months after the Closing Date; provided that if any such employee subsequently returns to long-term disability as a result of the pre-Closing condition resulting in such long-term disability, Sellers shall be responsible for providing such coverage. Notwithstanding the foregoing, individuals who would otherwise be considered "Active Employees" but who are designated by Sellers as "Retained Employees" on Schedule 8.1(a) shall not be considered "Active Employees" for purposes of this Agreement, and individuals who would not otherwise be considered "Active Employees" but who are designated by Sellers as "Included Employees" on Schedule 8.1(b) shall be considered "Active Employees" for purposes of this Agreement. For a period of six twelve (612) months following the Closing Date, Buyer shall not employ, and Buyer shall not permit any of its Affiliates to employ, any person who retires or otherwise terminates from any employment at or in association with the Business during the six-six-(6) month period beginning three (3) months before the Closing Date. All Transferred Employees and LTD Recipients (as defined in Section 11.7) shall be identified on Schedule 11.1 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to the Closing Date; such Schedule 11.1 shall identify, as of the date of such Schedule, the employees who have terminated employment as described in the preceding sentence; and such Schedule 11.1 shall be updated as of the date that is three months after the Closing to identify any employees who terminated employment as described in the preceding sentence after the date of the original Schedule 11.1.