Common use of Employment of Transferred Employees Clause in Contracts

Employment of Transferred Employees. (a) As of the Closing Date, Buyer shall employ all employees actively employed by Citizens whose primary duties relate to the Business ("Active Employees") who as of the Closing Date are classified on Citizens' payroll records as 070 employees ("070 Active Employees") and who either are actively at work or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Buyer also shall employ any other 070 Active Employee who is on an authorized leave of absence scheduled to last more than thirty (30) days where there is a legal or contractual right to reinstatement, as of the date, if any, within one (1) year from the Closing Date, on which such employee returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein as a "Transferred Employee". (b) Prior to the execution date of this Agreement, Sellers have delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March 31, 2000, showing the following information for each such person: (i) the name of each employee; (ii) the name of his or her current employer; (iii) his or her current base pay; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absence. Sellers shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.

Employment of Transferred Employees. (a) As 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 whose duties relate primarily to the Business, on the Closing Date, Buyer shall employ all employees actively employed by Citizens whose primary duties relate Date (hereinafter collectively referred to the Business (as "Active Transferred Employees") who shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date are classified in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus), as were in effect on Citizens' payroll records the Closing Date, except as 070 employees (otherwise provided in this Agreement. For purposes of the preceding sentence, the term "070 Active Employees") " shall include all full-time and who either are actively at work or are part-time employees, employees on vacationmilitary leave, bereavement maternity leave, leave under the Family and Medical Leave Act of 1993, short-term sick leave or any disability, on layoff with recall rights, and employees on other authorized leave approved leaves of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Buyer also shall employ any other 070 Active Employee who is on an authorized leave of absence scheduled to last more than thirty (30) days where there is a legal or contractual right to reinstatement, as . For a period of the date, if any, within one twelve (112) year from months following the Closing Date, on which such employee returns Buyer shall not actively solicit either directly or indirectly through any agents, and Buyer shall not permit any of its Affiliates to active workactively solicit either directly or indirectly through any agents, any person who retires or otherwise terminates from any employment at or in compliance association with Buyer's return to work policies and practices, at Seller during the same wages or salary as were in effect with Citizens immediately prior to 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. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein as a "Transferred Employee". (b) Prior to On or before the execution date of this Agreement, Sellers Seller shall have delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March August 31, 20001999, showing the following information for each such person: (i) the name of each employeesuch person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus and 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 and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absence. Sellers shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.position;

Employment of Transferred Employees. (a) As Buyers shall cause all Employees listed in Schedule 6.16(a) to remain employed by the Partnership Companies as of the Closing Date in the same or comparable positions, and with at least the same base pay as was in effect immediately prior to the Closing Date (subject to Section 6.1(iii)). Such Employees, together with the Other Employees who meet the conditions for employment with Buyers or their Affiliates on and after the Closing Date as described in Section 6.17(b), are hereinafter collectively referred to as the “Transferred Employees.” (b) On or before the Closing Date, but effective as of the Closing Date, Buyer Buyers or their Affiliates shall employ all employees actively make offers of employment to each Other Employee who they desire to employ. The terms and conditions of each such offer of employment shall be on the terms and conditions determined by Buyers in their sole discretion; provided, that, the Buyers shall cause the Other Employees who become employed by Citizens whose primary duties relate to the Business ("Active Employees") who a Partnership Company or another Affiliate of Buyers as of the Closing Date are classified on Citizens' payroll records as 070 employees ("070 Active Employees") and who either are actively at work or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at be employed in the same wages or salary comparable positions, and with at least the same base pay as were was in effect with Citizens immediately prior to the Closing Date. Buyer also shall employ any other 070 Active Employee who is on an authorized leave For purposes of absence scheduled this Section, with respect to last more than thirty (30) days where there is a legal or contractual right to reinstatement, as the compensation and benefits of the date, if any, within one (1) year from Other Employees between the date of this Agreement and the Closing Date, on which Sellers shall observe the covenants contained in Section 6.1(iii) as if the Other Employees were covered by such covenants. For an Other Employee to become an employee of Buyers or their Affiliates, the Other Employee must (i) accept Buyers’ or their Affiliates offer of employment under the terms and conditions provided in such offer, (ii) remain employed by the Sellers or any of their Affiliates until the Closing Date, and (iii) commence active employment with Buyers or their Affiliates immediately upon the Closing Date or such later date as otherwise agreed by Buyers. Sellers shall be responsible for all wages and benefits of Other Employees who become Transferred Employees for all periods prior to the Closing Date (or such later date as such employee returns commences employment with Buyers or their Affiliates, as agreed with Buyers). (c) Except as provided in Section 6.17(f), this Section 6.17 shall not limit Buyers’ ability to active workchange a Transferred Employee’s position, compensation or benefits for performance-related or other business reasons or require Buyers to continue the employment of a Transferred Employee for any particular period of time after the Closing; provided, however, that in compliance the event that (A) a Transferred Employee is terminated without Cause during the one year period following the Closing Date (the “Continuation Period”), (B) during the Continuation Period, Buyers fail to provide a Transferred Employee with Buyer's return to work policies and practicesa base compensation level at least as high as such Transferred Employee’s base compensation level (i.e., at the same base hourly wages or salary base salary, as were applicable) as of the day immediately preceding the Closing (subject to Section 6.1(iii)), or (C) during the Continuation Period, if a Transferred Employee resigns his employment with the Partnership Companies and their Affiliates after Buyers fail to provide such Transferred Employee with a principal place of work that is no more than 20 miles from such Transferred Employee’s place of work as of the day immediately preceding the Closing, then Buyers shall be responsible for and shall pay (or shall cause the Partnership Companies or another of their Affiliates to pay) the severance payment due to such Transferred Employee in effect accordance with Citizens immediately the provisions of Sellers’ severance pay program reflected in the form of the April 4, 2005 communication to Employees provided to Buyers. (d) Sellers shall be responsible for and shall pay all retention payments due to Active Employees (including Transferred Employees and Non-Transferred Employees) and the Other Employees in accordance with the terms of Sellers’ retention pay program reflected in the form of the April 4, 2005 communication to Employees provided to Buyers. In addition, Sellers shall be responsible for and shall pay all severance payments due to Active Employees and Other Employees who do not become Transferred Employees and to any other employees of Sellers or their Affiliates; provided, however, that if an Active Employee or Other Employee who is not a Transferred Employee is subsequently hired by Buyers, a Partnership Company or any of their Affiliates during the Continuation Period, Buyers shall reimburse Sellers for the severance payment made to such employee. (e) On and after the Closing Date, Buyers shall cause the Partnership Companies to recognize the service of each Transferred Employee for Sellers and the Partnership Companies before the Closing Date for all employee benefit and employment-related purposes, except for benefit accrual under any defined benefit pension plan, whether non-qualified or subject to Title IV of ERISA. (f) Sellers shall pay to Transferred Employees any quarterly bonus payments due to Transferred Employees for the full and partial quarterly periods prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein as a "Transferred Employee". (bg) Prior to the execution date of this AgreementUpon request, Sellers have delivered shall provide or cause to Buyer a list be provided to Buyers copies of the persons who would have been personnel files of Transferred Employees had the Closing Date occurred on March 31, 2000, showing the following information and such spreadsheets and other data as may be necessary or appropriate to establish payroll records and benefit enrollment records for each such person: (i) the name of each employee; (ii) the name of his or her current employer; (iii) his or her current base pay; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absence. Sellers shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarterTransferred Employees.

Employment of Transferred Employees. Schedule 8.1 lists the Active Employees (aas defined below) As of the Closing Date, Buyer shall employ all employees actively employed by Citizens whose primary duties relate to the Business ("Active Employees") who as of the Closing Date are classified on Citizens' payroll records as 070 employees ("070 Active Employees") date of this Agreement, together with their job positions, service and who either are actively at work compensation. An employee hired by Sellers or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days 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 Date at shall no longer be considered an Active Employee (without regard to the same wages reason or salary as were in effect with Citizens 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 the Business on the Closing Date (collectively, the "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer also as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus), as were in effect on the Closing Date, except as otherwise provided in this Agreement. An individual shall employ 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 number of Inter-Unit Services Employees designated on Schedule 8.1 for each job function of the Business shall 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 employees listed on Schedule 8.1 pursuant to subparagraph (i) above) utilized in the Business for such job function. The determination of "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 (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), or layoff with recall rights, and employees on other 070 Active Employee who is on an authorized leave approved leaves of absence scheduled to last more than thirty (30) days where there is with a legal or contractual right to reinstatement, as of . Any individuals who would be "Transferred Employees" but for their being on long-term disability shall be offered a position by Buyer in the date, if any, event they recover within one twelve (112) year from months after the Closing Date, on which ; provided that if any such employee subsequently returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein long-term disability as a "Transferred Employee". (b) Prior to result of the execution date of this Agreementpre-Closing condition resulting in such long-term disability, Sellers have delivered to Buyer a list of shall be responsible for providing such coverage. Notwithstanding the persons foregoing, individuals who would have been Transferred Employees had the Closing Date occurred otherwise be considered "Active Employees" but who are designated by Sellers as "Retained Employees" on March 31, 2000, showing the following information for each such person: (i) the name of each employee; (ii) the name of his or her current employer; (iii) his or her current base pay; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absence. Sellers shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.Schedule 8.1

Employment of Transferred Employees. (a) As Schedule 10.1 lists each division, and the total number of the Closing Datesalaried and hourly, Buyer shall employ all nonunion and union, employees actively employed as of the date of this Agreement in each division by Citizens Seller or its Affiliates whose primary duties relate to the Business ("Active Employees") who as ). As of the Closing Date are classified on Citizens' payroll records as 070 employees Date, Buyer shall employ all Active Employees of Seller employed in the Business being acquired ("070 Active Transferred Employees") in the same comparable positions, and who either are actively at work or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or compensation level (including wages, salary and bonuses) as were in effect with Citizens Seller immediately prior to the Closing Date. Buyer also reserves the right to restructure positions and functions as it deems appropriate so long as reassignment does not result in materially diminished responsibilities or a reduction in compensation. For purposes of the preceding sentence, "Active Employees" shall employ any include all full-time and part-time employees, employees on military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, on short-term disability, on layoff with recall rights, and employees on other 070 Active Employee who is on an authorized leave leaves of absence scheduled to last more than thirty (30) days absences where there is a legal or contractual right to reinstatement. Notwithstanding the foregoing, as of the date, if any, within one (1) year from the Closing Date, on which such employee returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided nothing in this Section 10.1(a) is referred Agreement shall operate to herein as a "prevent or prohibit Buyer from making changes in compensation of Transferred Employee"Employees based on demotions arising for cause. (b) Prior to the execution date of this Agreement, Sellers have Seller has delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March December 31, 20001999, showing the following information for each such person: (i) the name of each employeesuch person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus that was paid in 1999 and the projected 1999 bonus that will be paid in 2000; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization andorganization.and, if so, the name of the union and local, (vii) whether such employee is on authorized 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 leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absencereinstatement. Sellers Seller shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.

Employment of Transferred Employees. (a) As Schedule 10.1 lists each division, and the total number of the Closing Datesalaried and hourly, Buyer shall employ all nonunion and union, employees actively employed as of the date of this Agreement in each division by Citizens Seller or its Affiliates whose primary duties relate to the Business ("Active Employees") who as ). As of the Closing Date are classified on Citizens' payroll records as 070 employees Date, Buyer shall employ all Active Employees of Seller employed in the Business being acquired ("070 Active Transferred Employees") in the same comparable positions, and who either are actively at work or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or compensation level (including wages, salary and bonuses) as were in effect with Citizens Seller immediately prior to the Closing Date. Buyer also reserves the right to restructure positions and functions as it deems appropriate so long as reassignment does not result in materially diminished responsibilities or a reduction in compensation. For purposes of the preceding sentence, "Active Employees" shall employ any include all full-time and part-time employees, employees on military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, on short-term disability, on layoff with recall rights, and employees on other 070 Active Employee who is on an authorized leave leaves of absence scheduled to last more than thirty (30) days absences where there is a legal or contractual right to reinstatement. Notwithstanding the foregoing, as of the date, if any, within one (1) year from the Closing Date, on which such employee returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided nothing in this Section 10.1(a) is referred Agreement shall operate to herein as a "prevent or prohibit Buyer from making changes in compensation of Transferred Employee"Employees based on demotions arising for cause. (b) Prior to the execution date of this Agreement, Sellers have Seller has delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March December 31, 20001999, showing the following information for each such person: (i) the name of each employeesuch person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus that was paid in 1999 and the projected 1999 bonus that will be paid in 2000; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized 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 leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absencereinstatement. Sellers Seller shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.

Employment of Transferred Employees. (a) As 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 whose duties relate primarily to the Business, on the Closing Date, Buyer shall employ all employees actively employed by Citizens whose primary duties relate Date (hereinafter collectively referred to the Business (as "Active Transferred Employees") who shall be employed by (or become the responsibility of, as applicable) Buyer as of the Closing Date are classified in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus), as were in effect on Citizens' payroll records the Closing Date, except as 070 employees (otherwise provided in this Agreement. For purposes of the preceding sentence, the term "070 Active Employees") " shall include all full-time and who either are actively at work or are part-time employees, employees on vacationmilitary leave, bereavement maternity leave, leave under the Family and Medical Leave Act of 1993, short-term sick leave or any disability, on layoff with recall rights, and employees on other authorized leave approved leaves of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Buyer also shall employ any other 070 Active Employee who is on an authorized leave of absence scheduled to last more than thirty (30) days where there is a legal or contractual right to reinstatement, as . For a period of the date, if any, within one twelve (112) year from months following the Closing Date, on which such employee returns Buyer shall not actively solicit either directly or indirectly through any agents, and Buyer shall not permit any of its Affiliates to active workactively solicit either directly or indirectly through any agents, any person who retires or otherwise terminates from any employment at or in compliance association with Buyer's return to work policies and practices, at Seller during the same wages or salary as were in effect with Citizens immediately prior to 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. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein as a "Transferred Employee". (b) Prior to On or before the execution date of this Agreement, Sellers 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, 20001999, showing the following information for each such person: (i) the name of each employeesuch person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus and 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 and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absence. Sellers shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.position;

Employment of Transferred Employees. (a) As Schedule 10.1 lists each division, and the total number of the Closing Datesalaried and hourly, Buyer shall employ all nonunion and union, employees actively employed as of the date of this Agreement in each division by Citizens Seller or its Affiliates whose primary duties relate to the Business ("Active Employees") who as ). As of the Closing Date are classified on Citizens' payroll records as 070 employees Date, Buyer shall employ all Active Employees of Seller employed in the Business being acquired ("070 Active Transferred Employees") in the same or substantially equivalent positions, and who either are actively at work or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or compensation level (including wages, salary and bonuses) as were in effect with Citizens Seller immediately prior to the Closing Date. Buyer also For purposes of the preceding sentence, "Active Employees" shall employ any include all full-time and part-time employees, employees on military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, on short-term disability, on layoff with recall rights, and employees on other 070 Active Employee who is on an authorized leave leaves of absence scheduled to last more than thirty (30) days absences where there is a legal or contractual right to reinstatement, as of the date, if any, within one (1) year from the Closing Date, on which such employee returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein as a "Transferred Employee". (b) Prior to the execution date of this Agreement, Sellers have Seller has delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March December 31, 20001999, showing the following information for each such person: (i) the name of each employeesuch person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1999 bonus and projected 2000 bonus; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized 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 leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absencereinstatement. Sellers Seller shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.

Employment of Transferred Employees. (a) As Schedule 10.1 lists each division, and the total number of the Closing Datesalaried and hourly, Buyer shall employ all nonunion and union, employees actively employed as of the date of this Agreement in each division by Citizens Seller or its Affiliates whose primary duties relate to the Business ("Active Employees") who as ). As of the Closing Date are classified on Citizens' payroll records as 070 employees Date, Buyer shall employ all Active Employees of Seller employed in the Business being acquired ("070 Active Transferred Employees") in the same comparable positions, and who either are actively at work or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days after the Closing Date at the same wages or compensation level (including wages, salary and bonuses) as were in effect with Citizens Seller immediately prior to the Closing Date. Buyer also reserves the right to restructure positions and functions as it deems appropriate so long as reassignment does not result in materially diminished responsibilities or a reduction in compensation. For purposes of the preceding sentence, "Active Employees" shall employ any include all full-time and part-time employees, employees on military leave, maternity leave, leave under the Family and Medical Leave Act of 1993, on short-term disability, on layoff with recall rights, and employees on other 070 Active Employee who is on an authorized leave leaves of absence scheduled to last more than thirty (30) days absences where there is a legal or contractual right to reinstatement. Notwithstanding the foregoing, as of the date, if any, within one (1) year from the Closing Date, on which such employee returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided nothing in this Section 10.1(a) is referred Agreement shall operate to herein as a "prevent or prohibit Buyer from making changes in compensation of Transferred Employee"Employees based on demotions arising for cause. (b) Prior to the execution date of this Agreement, Sellers have Seller has delivered to Buyer a list of the persons who would have been Transferred Employees had the Closing Date occurred on March December 31, 20001999, showing the following information for each such person: (i) the name of each employeesuch person; (ii) the name of his or her current employer; (iii) his or her current base pay, 1998 bonus that was paid in 1999 and the projected 1999 bonus that will be paid in 2000; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-then current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized 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 leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absencereinstatement. Sellers Seller shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.

Employment of Transferred Employees. Schedule 8.1 lists the Active Employees (aas defined below) As of the Closing Date, Buyer shall employ all employees actively employed by Citizens whose primary duties relate to the Business ("Active Employees") who as of the Closing Date are classified on Citizens' payroll records as 070 employees ("070 Active Employees") date of this Agreement, together with their job positions, service and who either are actively at work compensation. An employee hired by Seller or are on vacation, bereavement leave, short-term sick leave or any other authorized leave of absence which is scheduled to last not more than thirty (30) business days 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 Date at shall no longer be considered an Active Employee (without regard to the same wages reason or salary as were in effect with Citizens 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 the Business on the Closing Date (collectively, the "Transferred Employees") shall be employed by (or become the responsibility of, as applicable) Buyer also as of the Closing Date in the same or comparable positions, and at the same or comparable total compensation (including base pay and bonus), as were in effect on the Closing Date, except as otherwise provided in this Agreement. An individual shall employ 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 number of Inter-Unit Services Employees designated on Schedule 8.1 for each job function of the Business shall 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 employees listed on Schedule 8.1 pursuant to subparagraph (i) above) utilized in the Business for such job function. The determination of "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 (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), or layoff with recall rights, and employees on other 070 Active Employee who is on an authorized leave approved leaves of absence scheduled to last more than thirty (30) days where there is with a legal or contractual right to reinstatement, as of . Any individuals who would be "Transferred Employees" but for their being on long-term disability shall be offered a position by Buyer in the date, if any, event they recover within one twelve (112) year from months after the Closing Date, on which ; provided that if any such employee subsequently returns to active work, in compliance with Buyer's return to work policies and practices, at the same wages or salary as were in effect with Citizens immediately prior to the Closing Date. Any such 070 Active Employee employed by Buyer as provided in this Section 10.1(a) is referred to herein long-term disability as a "Transferred Employee". (b) Prior to the execution date of this Agreement, Sellers have delivered to Buyer a list result of the persons pre-Closing condition resulting in such long-term disability, Seller shall be responsible for providing such coverage. Notwithstanding the foregoing, individuals who would have been Transferred Employees had the Closing Date occurred otherwise be considered "Active Employees" but who are designated by Seller as "Retained Employees" on March 31, 2000, showing the following information for each such person: (i) the name of each employee; (ii) the name of his or her current employer; (iii) his or her current base pay; (iv) his or her hire date, any rehire date (if available) and years of service; (v) his or her then-current position and job title; (vi) whether such employee is subject to a collective bargaining agreement or represented by a labor organization and, if so, the name of the union and local, (vii) whether such employee is on authorized leave of absence scheduled to last more than thirty (30) days with a legal or contractual right to reinstatement and the nature of such leave of absence. Sellers shall update such list as of the end of each calendar quarter occurring between the execution date hereof and the Closing Date, in each case assuming the Closing Date had occurred on such date, and shall deliver such updated lists to Buyer within ten (10) days after the end of each such calendar quarter.Schedule 8.1