Common use of Offer of Employment Clause in Contracts

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employee.

Offer of Employment. To (a) Effective as of the extent Closing Date, NGL Subsidiary (or an Affiliate thereof) will offer employment to each current employee of SemManagement who, as of the Closing Date, is (i) employed primarily in connection with the operation of the Business and (ii) identified on Section 5.3 of the NGL Disclosure Schedule (each, a Designated “Potential Employee”); provided that in no event shall any individual employed primarily in connection with SemStream Arizona be a Potential Employee. Any Potential Employee is not party who becomes an employee of NGL Subsidiary (or an Affiliate) as of the Closing Date shall be referred to an employment agreement with in this Agreement as a Transferor that “Transferred Employee”. Except as otherwise provided in Section 2.2, NGL Subsidiary shall have no obligations whatsoever in respect of any Person who is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf retired or terminated employee of the Acquiring Parties the acceptance SemManagement as of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or an employee thereof not employed primarily in connection with the Business as of the Closing Date (each, an “Excluded Employee”). Potential Employees who, as of the Closing Date, are on layoff or any leave of absence, including, without limitation, vacation, military leave, disability leave or disability retirement (whether or not any applicable waiting period relating to such earlier disability leave or disability retirement is then satisfied) (each, a “Leave Employee”), shall, except for Leave Employees who have retired with a total and permanent disability benefit retirement under an Employee Benefit Plan, become Transferred Employees on the date as the Transferors may agree to in their sole discretion. The Acquiring Parties that they are capable of performing services and present themselves for active employment with NGL Subsidiary, and shall make offers of employment be otherwise subject to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of this Section 5.3. Each offer of employment made to a Potential Employee will be at a base wage or salary level, whichever is applicable, that is materially equivalent to the base wage or salary level provided by SemManagement, whichever is applicable, as in effect immediately prior to the date hereof and disclosed to NGL prior to the date hereof. Each such employment offer shall be effective as of the Closing (or, with respect to each Leave Employee, the Transferor Partiesdate such Leave Employee is capable of performing services for NGL Subsidiary as an active employee, if later). The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties Any Potential Employee who presents himself or herself for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from active employment at his or her principal place of employment on the Closing Date or within five (5) Business Days thereafter shall be deemed to have accepted NGL Subsidiary’s offer of employment described in this Section 5.3(a) effective from as of the date on which Closing Date, and any Potential Employee (other than any Leave Employee) who does not present himself or herself for such active employment within such time frame shall be considered an Excluded Employee as of the Designated Closing Date. Any Leave Employee will commence who does not present himself or herself for active employment with the Acquiring Parties. Each Principal has agreed by his execution NGL Subsidiary (or a NGL Subsidiary) within five (5) Business Days after becoming capable of this Agreement to execute and deliver at Closing performing services shall be considered an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, Excluded Employee. (b) conflicts NGL Subsidiary shall have no obligations whatsoever in respect of the Excluded Employees. Nothing herein shall be construed to confer upon Potential Employees or may conflict Excluded Employees any right to continued employment, wages or salaries with the business Business or operations NGL Subsidiary or to amend or modify any at-will employment policy of the Acquiring PartiesNGL Subsidiary. No Potential Employee, Transferred Employee or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations Excluded Employee or any other paymentPerson not a party to this Agreement will have any rights with respect to any obligation of any party under this Agreement, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume nothing contained herein, express or in implied, is intended to confer on any fashion be bound by such Person any employment Contract between a Transferor and the Principals rights or a Designated Employeeremedies.

Offer of Employment. To Seller shall cause all of the extent a Designated Employee is not party Employees to an be terminated effective at the Effective Time, subject to the Closing having occurred. Buyer shall offer employment agreement to all Employees identified by Buyer in writing to Seller as employees that will be hired by Buyer at Closing (“Identified Employees”) at substantially similar salary or wage rates as were in effect on the date of Closing and with a Transferor that benefits package which is a Transferred Contractcomparable to the package currently maintained for employees of Buyer. Buyer shall offer to employ all Identified Employees (hereinafter, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an all Identified Employees who accept Buyer’s offer of employment by being referred to as the “Hired Employees”) effective as of the Effective Time; provided, that in the ease of Identified Employees who are on disability or leave of absence on the Closing Date, their employment with Seller will not end and unless and until the Identified Employees are removed from disability status employment with Buyer will not be offered unless and until they promptly advise Buyer when they are released to return to work. Seller makes no representation as to whether Employees will accept employment with Buyer. Seller shall be responsible for any Designated Employees that the Acquiring Parties may hereafter elect to employemployee benefit obligations for Employees, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days including Hired Employees, accrued prior to the Closing Date Effective Time or such earlier the date as the Transferors may agree Employee is hired by Buyer. At Closing, Seller will transfer to in their sole discretion. The Acquiring Parties shall make offers of employment Buyer funds equivalent to the Designated value of accrued vacation and/or sick time attributable to Hired Employees, and Buyer agrees to credit each Hired Employee with the vacation and/or sick time balances in accordance with Buyer’s employment policies, in addition to any benefits that may accrue to the Hired Employees according to Buyer’s customary practice or policy. Buyer shall comply with all applicable laws regarding non-discrimination in making decisions identifying or affecting Identified Employees, including without limitation requirements for reasonable accommodation of Identified Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal disability leave. The Transferor Parties agree Subject to release each Designated Employee any of the limitations set forth in Article 13, Buyer shall indemnify, defend and hold Seller harmless from his and against any and all loss, costs, damage or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed expense, including reasonable attorneys’ fees, arising out of or connected to a breach by his execution Seller of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for covenant contained in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employee10.1.

Offer of Employment. To The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the extent a Designated Employee is not party Closing Date. In order to an effectuate such transfer of employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf as of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employClosing Date, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) except as otherwise provided herein, at least five days prior to the Closing Date or such earlier date and effective as of the Transferors may agree to in their sole discretion. The Acquiring Parties Closing Date, Purchaser shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each a general offer of employment is on terms with base salary or hourly wage rate and conditions substantially similar toannual bonus opportunity, and, considered on an overall basis, basic skills and location no less favorable than the Designated Employee’s terms employees' current base salary or hourly wage rate and conditions annual bonus opportunity, basic skills and location, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence) (each an "OFFER EMPLOYEE"). Such general offer of employment with will be deemed accepted by each Offer Employee unless (A) expressly rejected by the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with Offer Employee prior to the Transferring Parties for Closing Date or (B) if the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Offer Employee from otherwise indicates by his or her actions that such offer of employment effective from has not been accepted and Purchaser notifies Seller within 30 days following the date on which Closing Date of such non-acceptance of the Designated offer (each Offer Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B who acts under (the “Employment Agreement”A) or (B), a "NON-ACCEPTANCE OFFER EMPLOYEE"). The parties will cooperate to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations comply with legal and regulatory requirements to accomplish the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for transfers described in this Section 5.4) through 10.1, including the Closing Date and the Transferor Parties acknowledge and agree that none transfer of the Acquiring Parties employment of all Acquired Company Employees pursuant to the purchase of the beneficial ownership of all of the issued and outstanding capital stock of the Purchased Companies pursuant to this Agreement. No later than 45 days after the date of this Agreement, and subject to applicable regulatory, confidentiality, or privacy laws of a particular jurisdiction, Seller shall assume provide Purchaser with respect to each Acquired Company Employee or in any fashion be bound by any Business Employee (i) years of service; (ii) job title; (iii) base salary or current wages; (iv) date of hire; (v) employment Contract between a Transferor status; (vi) work location and the Principals or a Designated Employee(vii) current address.

Offer of Employment. To (a) The Sellers shall provide the extent a Designated Employee Buyers, upon execution of this Agreement, with reasonable access to the Business Employees and with information requested by the Buyers with respect to compensation and benefits of the Business Employees. The Buyers shall offer employment to all of the Business Employees set forth on Schedule 2.16(a) (other than the individuals marked with an asterisk), such Schedule 2.16(a) to be updated by Sellers on the second Business Day prior to the Closing to reflect ordinary course hirings and firings of Business Employees, from and after the date hereof (the “Offered Employees”); provided, that an employee that is not party to an employment agreement hired between the date hereof and the Closing Date with a Transferor that is a Transferred Contract, title of “manager” or higher shall not be added to such schedule by Sellers without the Transferor Parties shall cooperate with consent of Buyer. All Offered Employees who (A) accept the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an Buyers’ offer of employment by any Designated Employees that and (B) commence employment with the Acquiring Parties may hereafter elect Buyers or their Affiliates as of immediately following the Closing shall be referred to employ, and herein as the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about “Acquired Employees”. All offers of employment commencing ten to the Offered Employees shall provide for each Acquired Employee a level of compensation and employee benefits substantially similar in the aggregate to the level of compensation and employee benefits provided to each such Acquired Employee immediately prior to the Closing Date, excluding pension, retiree medical, equity-based compensation, retention bonuses, and change-in-control benefits, except to the extent required to be provided pursuant to applicable law. The employment of each such Acquired Employee with the Buyers shall commence immediately upon the Closing and shall be deemed, for all purposes, consistent with applicable law and except as otherwise expressly provided herein, to have occurred with no interruption or break in service and no termination of employment. Each Acquired Employee shall be hired on an “at will” basis unless otherwise agreed by the Buyers. Each Acquired Employee holding a title of “manager” or higher shall enter into a customary non-disclosure agreement, pursuant to which such Acquired Employee shall agree not to disclose to the Buyers any proprietary information of Sellers or their Affiliates with respect to the Excluded Businesses. (10b) The employment of any Inactive Employee with the Buyers shall commence upon his or her return to active work, provided that the Inactive Employee reports to work with the Buyers within fifteen (15) days after the end of any such approved leave, and, to the extent permitted by applicable law, in no event later than ninety (90) days following the Closing Date, and, as of such date, such Inactive Employee shall be an Acquired Employee. (c) The Sellers shall terminate, or shall cause to be terminated, the employment of all Acquired Employees effective as of the Closing or, with respect to a person who becomes an Acquired Employee after the Closing Date in accordance with Section 4.15(b), upon their return to active work with the Buyers. Subject to, and effective as of, the Closing, the Sellers hereby waive and release each of the Acquired Employees from any and all contractual, common law or other restrictions enforceable by the Sellers on the employment, activities or other conduct of such individuals after their termination of employment with Sellers except with respect to obligations related to confidentiality, Intellectual Property and trade secrets. (d) Sellers shall cause each Acquired Employee who was participating in a defined contribution plan qualified under Section 401(a) of the Code maintained by any Seller or its Affiliates (the “Sellers’ Defined Contribution Plan”) immediately prior to the Closing Date and who had an account balance in excess of $0.01 in such plan as of the Closing Date to be fully vested in such account as at the Closing Date. Buyers shall permit the defined contribution plan qualified under Section 401(a) of the Code and maintained by the Buyers (the “Buyer’s Defined Contribution Plan”) to, following the Closing Date and pursuant to Section 401(a)(31)(D) of the Code, accept rollover contributions of “eligible rollover distributions”(within the meaning of Section 401(a)(31) of the Code) of any Acquired Employee in cash in an amount equal to the full account balance distributed to an Acquired Employee from the Sellers’ Defined Contribution Plan (including any outstanding loan balances). Prior to the Closing Date, the Sellers shall amend the Sellers’ Defined Contribution Plan and such plan’s loan policy to provide (if not so already provided) that any plan loan of an Acquired Employee who elects a direct rollover of his or her account and outstanding loan balances to the Buyer’s Defined Contribution Plan within sixty (60) days of the Closing Date shall not become due and payable in full immediately as a result of his or her termination of employment with Sellers and their Affiliates, provided that such loan be transferred to Buyer’s Defined Contribution Plan. (e) Prior to the Closing Date, and to the extent necessary to implement this sentence, Sellers shall amend any Benefit Plan and take or cause to be taken all other action as may be required to provide that severance or separation payments shall not be payable to any Acquired Employee on account of such employees termination of employment with the Sellers. Should any severance or separation obligations or liabilities arise with respect to the termination of employment of any Business Employees prior to or as of the Closing Date, then such obligations and liabilities shall be borne solely by the Sellers. (f) On or prior to the Closing Date, Sellers shall pay to each Acquired Employee, in cash any and all bonuses for the 2013 calendar year which are earned or accrued prior to the Closing. (g) The Buyers shall be responsible for all workers’ compensation claims relating to any Acquired Employees if the incident or alleged incident giving rise to the claim occurred after the Closing Date. The Sellers shall be responsible for all workers’ compensation claims relating to any Acquired Employees if the incident or alleged incident giving rise to the claim occurred on or prior to the Closing Date. (h) Pursuant to the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320, (i) the Buyers and the Sellers shall report on a predecessor/successor basis as set forth therein, (ii) the Sellers will not be relieved from filing a Form W-2 with respect to any Acquired Employees, and (iii) the Buyers will undertake to file (or cause to be filed) a Form W-2 for each such Acquired Employee with respect to the portion of the year during which such Acquired Employees are employed by Buyers that includes the Closing Date, excluding the portion of such year that such Acquired Employee was employed by the Sellers. (i) Schedule 4.15(i), to be updated by the Sellers two Business Days prior to Closing, sets forth a list of all Business Employees who have been terminated from employment within ninety (90) days prior to the Closing Date or at each Business location and the corresponding date of such earlier date as the Transferors may agree to in their sole discretionterminations. The Acquiring Parties shall make offers of employment to Buyers will not, at any time within ninety (90) days after the Designated Employees on terms and conditions to be determined by the Acquiring PartiesClosing Date, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that cause (a) conflicts a “plant closing” (as defined in the WARN Act) or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts a “mass layoff” (as defined in the WARN Act) or may conflict any similar event under any comparable federal, state or other law that would obligate (or have obligated) Sellers to provide notice to any employees or cause Sellers to incur liability under the WARN Act or any comparable federal, state or other law, in each case with respect to the business Acquired Employees. (j) Nothing herein, express or operations implied, shall confer upon any current or former employee of the Acquiring Parties, Sellers or their Affiliates any rights or remedies (cincluding any right to employment or continued employment for any specified period) restricts or may restrict the use or disclosure of any information that may be useful nature or kind whatsoever, under or by reason of this Agreement. Nothing herein restricts the right of the Buyers to terminate the Acquiring Partiesemployment of any Acquired Employee after the Closing Date. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals The Buyers and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and Sellers agree that none the provisions contained herein are not intended to be for the benefit of or otherwise be enforceable by, any third party, including any current or former employee of the Acquiring Parties shall assume Sellers or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeetheir Affiliates.

Offer of Employment. To In the extent event, that the employment relationship of any of the Business Employees does not transfer to Purchaser or a Designated Employee is not party Purchaser Designee by way of change of ownership pursuant to Section 4.3(a) or by virtue of Law pursuant to Section 4.3(b) for reasons other than an employment agreement with a Transferor that is a Transferred Contractobjection of the respective employee, the Transferor Parties following shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts apply: Subject to seek Seller’s right to obtain on behalf of the Acquiring Parties the acceptance of an review any offer of employment by before it is presented to any Designated Employees Business Employee, Purchaser shall extend, or shall ensure that a Purchaser Designee in the Acquiring Parties may hereafter elect respective jurisdiction extends, the Employment Offer to employ, and all Business Employees. Purchaser or the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with Purchaser Designee shall not amend such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Partiesdetriment of Business Employees for at least twenty-four (24) months after the Closing Date. Seller will use reasonable efforts to procure the Business Employee’s agreement to the Employment Offer from Purchaser or the Purchaser Designee, provided that each offer as the case may be, and Seller or the respective Asset Selling Affiliate shall release from employment the Business Employees who have accepted the Employment Offer with effect from the Closing Date. For purposes of employment is on the definition of Employment Offers, “substantially similar terms and conditions substantially similar to, and, considered on an overall basis, no conditions” shall mean not significantly less favorable than the Designated Employee’s terms and conditions of employment with in the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with aggregate (including status, position, responsibility and period of employment) and an equal or more favorable monetary value of the Transferring Parties total gross individual remuneration and benefits package as well as same or higher base pay and same or higher total cash (base pay and bonus, if any) for a Business Employee at the Closing Date, but excluding participation in any equity incentive plans (but, for the purposes avoidance of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employeedoubt, not excluding Purchaser’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge reasonable estimate of the Transferorsvalue thereof). Insofar as permitted and enforceable and if requested by Purchaser, the Principals are workload to be done by those Business Employees, who have not obligated under or bound by any agreement or instrumentaccepted the Employment Offers, or any judgment, decree, or will be continued on the basis of transitional service agreements (against reimbursement of costs) in order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests ensure a continuous operation of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeebusiness.

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties Transferors shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties Transferors consent to the Acquiring Parties or any of their respective Affiliates communicating directly along with a designee of the Transferors with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal Member has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B E (the “Employment Agreement”), or a consulting agreement, substantially in the form attached hereto as Exhibit F (the “Consulting Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the TransferorsTransferor, the Principals are not no Member is obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, or (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals Members or the Designated Employees, the Transferors each Transferor shall be solely responsible for all outstanding payments due to the Principals Members and the Designated Employees under their existing terms of employment with the Transferors such Transferor (including but not limited to salary, severance obligations obligations, vacation pay or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties Transferors acknowledge and agree agrees that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a any Transferor and the Principals Members or a Designated Employee.

Offer of Employment. To The parties hereto intend that there will be continuity of employment for all employees of the USS/Kobe Tubular Business following the Closing. In connection with the Tubular Spinoff and with such employment commencing on the Closing Date, the USX/Kobe Parties will cause to be transferred to NewTube the employment of (i) all nonunion employees, including those on vacation, leave of absence, disability or layoff, who were employed by the USS/Kobe Tubular Business immediately prior to the Tubular Spinoff (the "Tubular Non-Union Employees"), and (ii) all employees covered by collective bargaining agreements, including those on vacation, leave of absence, disability or layoff, who were employed by the USS/Kobe Tubular Business immediately prior to the Tubular Spinoff (the "Tubular Union Employees" and, together with the Tubular Non-Union Employees, the "Tubular Employees"), and will cause NewTube to assume and be bound by the terms of the labor agreement subject to the NewTube Labor Agreement Ratification with respect to such Tubular Union Employees. Schedule 11.1(a) sets forth the name of (i) each Tubular Employee as of the Closing (and identifies each such person as a Tubular Employee) and (ii) each of the other employees of USS/Kobe as of the Closing (and identifies each such person as a RTI employee or a "Kobe Tech" employee). NewTube will be liable for any amounts to which any employee of the USS/Kobe Tubular Business becomes entitled under any benefit or severance policy, plan, agreement, arrangement or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of, or in connection with, the Contemplated Transactions. Except to the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contractotherwise provided in this Agreement, the Transferor Parties shall cooperate with the Acquiring Parties and shall parties hereto will use commercially reasonable efforts to seek reduce or eliminate any payments or benefits with respect to obtain on behalf employees of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties USS/Kobe which may hereafter elect to employexist or arise as a result of, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferorsconnection with, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeContemplated Transactions.

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate cooperate, at no expense to Transferor, with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent consents to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors Transferor may agree to in their its sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal Xxxxxxxxx has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B D (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the TransferorsTransferor, to the Knowledge of the TransferorsTransferor, the Principals are Xxxxxxxxx is not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their his agreements and obligations to use their his commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring PartiesParties as presently conducted, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals Xxxxxxxxx or the Designated Employees, the Transferors Transferor shall be solely responsible for all outstanding payments due to the Principals Xxxxxxxxx and the Designated Employees under their existing terms of employment with the Transferors Transferor (including but not limited to salary, severance obligations obligations, vacation pay or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge acknowledges and agree agrees that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals Xxxxxxxxx or a Designated Employee.

Offer of Employment. To Buyer currently intends to employ those Branch Employees listed on Schedule 10.2 (the extent a Designated “Offer Employees”) in substantially similar roles as their current positions with remuneration and benefits offered at levels equivalent to those of similarly situated employees of Buyer; provided, however, that nothing herein shall (i) obligate Buyer to employ any Offer Employee is not party or consider any other Branch Employee for employment, (ii) require Buyer to an employment agreement with a Transferor that is a Transferred Contractprovide any Assumed Employee (as defined below) the same remuneration or benefit levels of such Assumed Employee’s remuneration or benefits immediately prior to the Closing Date, or (iii) prohibit Buyer from terminating any Assumed Employee for any reason. No later than fourteen (14) days prior to the Transferor Parties Closing Date, Buyer shall cooperate with give Seller written notice (the Acquiring Parties and shall use commercially reasonable efforts “Decline Notice”) as to seek to obtain on behalf which, if any, of the Acquiring Parties the acceptance of an offer of Offer Employees will not be offered employment by any Designated Buyer. Any Offer Employees that are listed on the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of Decline Notice shall not be offered employment commencing by Buyer. No later than ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of Date, Buyer will offer employment to the Designated Offer Employees on terms other than those identified in the Decline Notice. Buyer shall permit each Offer Employee who accepts employment with Buyer (each an “Assumed Employee”) to participate in the same health, vacation, and conditions other benefits as Buyer provides to be determined by the Acquiring Partiesits similarly situated employees, provided that Buyer shall not be obligated to make any contribution to any plan or program on behalf of any of such Assumed Employees, with respect to any period prior to the Closing. Buyer shall provide each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment Assumed Employee with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s full credit for service with the Transferring Parties Seller for the all purposes of calculating all statutory entitlements under Buyer's benefit plans and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement programs, including, but not limited to, eligibility to annual leave, long service leave participate and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferorsvesting, to the Knowledge same extent that such service was recognized as of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none under a comparable plan of the Acquiring Parties shall assume or Seller in which the Assumed Employees participated; provided, however, that such service need not be recognized to the extent that such recognition would result in any fashion duplication of benefits or is prohibited under the terms of Buyer’s benefit plans and programs. For purposes of determining each Assumed Employee’s vacation benefit with Buyer for the year in which the Effective Time occurs under Buyer’s vacation program, any vacation taken by an Assumed Employee while employed with Seller preceding the Closing Date for the year in which the Effective Time occurs will be bound deducted from the total buyer vacation benefit for which such Assumed Employee is eligible for such year under Buyer’s vacation program. After the Closing Date, Assumed Employees will be employed on an at-will basis by Buyer; provided, however, that in no way shall Buyer be liable for any employment Contract between claims that any Branch Employee may have against Seller and Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Branch Employee with respect thereto.

Offer of Employment. To Prior to the extent a Designated Employee is not party to an employment agreement date hereof, MOI provided SLH with a Transferor that list of all Covered Employees, including their current base wage and hourly rate, incentive bonus opportunities, title, job function, work location, credited service date, active work status, and other material employment and compensation terms, and such list is a Transferred Contracttrue, the Transferor Parties shall cooperate with the Acquiring Parties complete and shall use commercially reasonable efforts to seek to obtain on behalf accurate as of the Acquiring Parties date hereof. Subject to Section 5.2(b), MOI shall update such list as soon as practicable following any changes to the acceptance information contained therein or in the Covered Employees. SLH shall consider in good faith offering employment, or causing one of its Subsidiaries or Affiliates (other than the Company or its Subsidiaries) to offer employment, to all or substantially all of the Covered Employees. Not less than five (5) Business Days prior to the Closing, SLH shall make available to MOI a list of the Covered Employees who will not be offered employment. Prior to the Closing, but subject to Section 6.3(m), SLH shall, or shall cause one of its Subsidiaries or Affiliates (other than the Company or its Subsidiaries) to, make an offer of employment by any Designated employment, effective as of and contingent upon the Closing, to all of the Covered Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly (with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment substantially comparable in the aggregate to those of SEACOR Payroll’s employees with similar or corresponding positions) who were not specifically excluded by SLH pursuant to the Transferor Partiesimmediately preceding sentence. The Acquiring Parties Such offers of employment shall recognize be for each Designated Covered Employee’s service then-current role with MOI, and shall provide for secondment to the Transferring Parties for Company or its Subsidiaries (and any Covered Employee who accepts such an offer of employment and commences services to the purposes Company or its Subsidiaries via secondment as of calculating all statutory entitlements and or following the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leaveClosing, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the a “Employment AgreementCompany Secondee”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations Notwithstanding the anything herein to the Transferorscontrary, nothing herein shall be construed as to prevent any Person (including SLH and its Subsidiaries and Affiliates) from terminating the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order employment of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors other Person (including but not limited to salaryany Covered Employee and any Company Secondee), severance obligations or consistent with Law, at any other payment, except as otherwise provided for in this Section 5.4) through time after the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeClosing.

Offer of Employment. To (a) Seller shall pay all wages, salaries, commissions, bonuses, incentives and the extent cost of all fringe benefits provided to each employee of Seller that have become due or in the future will be due for work performed prior to the Effective Date, and shall collect and pay all Taxes in respect of those wages, salaries, commissions, bonuses, incentives and benefits. Other than as set forth in Section 2.4(d) or in connection with a Designated Employee breach by Buyer of its covenant in Section 7.1(b), Buyer is not party to an employment agreement with a Transferor that is a Transferred Contractassuming, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by not have any Designated Employees that the Acquiring Parties may hereafter elect to employLiabilities in connection with or relating to, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers Seller’s former employees, employee benefit plans (including the Plans, as defined in Section 4.8(a)), employee insurance policies, severance or other termination obligations, including obligations under the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local Laws, or other employment commencing ten related matters (10all of which will be deemed to constitute Excluded Liabilities). (b) days On or prior to the Closing Date, Buyer shall offer employment, effective as of the Effective Date, to all employees of Seller, subject to Buyer’s then applicable pre-employment testing, background check and general employment practices; provided, that Buyer may terminate at any time after the Closing Date or such earlier date as the Transferors may agree to in their sole discretionemployment of any employee who accepts employment with Buyer. The Acquiring Parties shall make offers of employment to the Designated Employees on terms employees who accept and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement Buyer are collectively referred to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”)Transferred Employees.” Seller or the Shareholders shall not take any action that would impede, hinder, interfere or otherwise compete with Buyer’s effort to Parent or, if directed by Parent, one hire any employee of Parent’s AffiliatesSeller. Except Buyer shall not assume any responsibility for obligations to the Transferors, to the Knowledge any employee of the Transferors, the Principals are not obligated under Seller until he or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict she commences employment with Buyer. Buyer shall credit each Transferred Employee with service consistent with their agreements most recent date of hire with Seller as shown on Schedule 7.1 for purposes of (i) eligibility to participate in Buyer’s health and obligations to use their commercially reasonable efforts to promote the interests welfare plans and (ii) calculation of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeevacation benefits.

Offer of Employment. To In the extent event, that the employment relationship of any of the Business Employees does not transfer to Purchaser or a Designated Employee is not party Purchaser Designee by way of change of ownership pursuant to Section 4.3(a) or by virtue of Law pursuant to Section 4.3(b) for reasons other than an employment agreement with a Transferor that is a Transferred Contractobjection of the respective employee, the Transferor Parties following shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts apply: Subject to seek Seller’s right to obtain on behalf of the Acquiring Parties the acceptance of an review any offer of employment by before it is presented to any Designated Employees Business Employee, Purchaser shall extend, or shall ensure that a Purchaser Designee in the Acquiring Parties may hereafter elect respective jurisdiction extends, the Employment Offer to employ, and all Business Employees. Purchaser or the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with Purchaser Designee shall not amend such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Partiesdetriment of Business Employees for at least twenty-four (24) months after the Closing Date. Seller will use reasonable efforts to procure the Business Employee’s agreement to the Employment Offer from Purchaser or the Purchaser Designee, provided that each offer as the case may be, and Seller or the respective Asset Selling Affiliate shall release from employment the Business Employees who have accepted the Employment Offer with effect from the Closing Date. For purposes of employment is on the definition of Employment Offers, “substantially similar terms and conditions substantially similar to, and, considered on an overall basis, no conditions” shall mean not significantly less favorable than the Designated Employee’s terms and conditions of employment with in the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with aggregate (including status, position, responsibility and period of employment) and an equal or more favorable monetary value of the Transferring Parties total gross individual remuneration and benefits package as well as same or higher base pay and same or higher total cash (base pay and bonus, if any) for a Business Employee at the Closing Date, but excluding participation in any equity incentive plans (but, for the purposes avoidance of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employeedoubt, not excluding Purchaser’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge reasonable estimate of the Transferorsvalue thereof). Insofar as permitted and enforceable and if requested by Purchaser, the Principals are workload to be done by those Business Employees, who have not obligated under or bound by any agreement or instrumentaccepted the Employment Offers, or any judgment, decree, or will be continued on the basis of transitional service agreements (against reimbursement of costs) in order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests ensure a continuous operation of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Partiesbusiness. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employee.40/114

Offer of Employment. To the extent Buyer may, but shall not be obligated to, interview and offer employment to any employee of Seller who is an employee of Seller that Parent or Buyer desires to employ (each a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of "Subject Employee"). If Parent or Buyer makes an offer of employment by any Designated Employees that to a Subject Employee, such employment shall commence on the Acquiring Parties date specified in such offer, which date may hereafter elect to employbe before or after the Closing (the "Employee Transfer Date"), and be on such terms as Parent or Buyer and Subject Employee shall mutually agree. Neither Parent nor Buyer shall be obligated to continue the Transferor Parties consent employment of any Subject Employee or to continue to provide any compensation and benefits package to any Subject Employee after the Acquiring Parties Employee Transfer Date. The employment of any Subject Employee and the provision of any benefit may be terminated by Parent or Buyer in their sole discretion at any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to time after the Employee Transfer Date. Parent and Buyer shall pay or be severally liable for any obligation or Liability that may arise from the termination by Parent or Buyer on or after the Closing Date of the employment of the Subject Employees who become employees of Parent or such earlier date Buyer as of the Transferors Closing Date. Seller shall pay or be liable for any obligation or Liability that may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective arise from the date termination by Seller on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through before the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties employment of the Subject Employees. Seller shall assume retain all obligations and Liabilities to all employees of Seller who do not become employees of Parent or Buyer. Seller shall have no obligation to keep a healthcare plan in any fashion effect, but so long as a healthcare plan is in effect for Seller, Seller shall be bound by any employment Contract between a Transferor and the Principals or a Designated Employeeresponsible for healthcare continuation coverage under COBRA for all Subject Employees who do not become employees of Buyer.

Offer of Employment. To The Buyer shall consider for employment all Branch Employees in substantially their then current positions with remuneration not less than current levels and benefits generally equivalent to current levels, provided that nothing herein shall require the extent a Designated Buyer to consider any Employee is not party for subsequent employment, nor shall anything herein prohibit the Buyer from subsequently deciding to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by terminate any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or Assumed Employee (defined below) for any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten reason. No later than fifteen (1015) days prior to the Closing Date or such earlier Date, the Buyer will offer employment to each of the Branch Employees at their salaries as of the date of this Agreement, except for those Branch Employees set forth on Schedule 11.2. To the extent permitted by applicable law, the period of service with the Seller of each Branch Employee who accepts employment with the Buyer (each an “Assumed Employee”) shall be recognized only for vesting and eligibility purposes under the Buyer’s benefit plans. The Buyer shall permit each of the Assumed Employees to participate in the same health, vacation and other benefits as the Transferors may agree Buyer provides to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Partiesits other employees, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties Buyer shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed not be obligated by his execution of this Agreement to execute and deliver at Closing make any contribution to any plan or program on behalf of any of such employees, with respect to any period prior to the Closing. Pre-existing condition restrictions of the Buyer’s health plan shall be waived with regard to the Assumed Employees; provided, however, that to the extent a pre-existing exclusion applied to such Assumed Employee under the Seller’s health plan, such pre-existing condition exclusion shall continue to apply under the Buyer’s health plan to the extent provided under the terms of the Buyer’s plan. If an employment agreement, substantially Assumed Employee become a participant in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of ParentBuyer’s Affiliates. Except for obligations to the Transferors, to the Knowledge health plan during a plan year of the TransferorsSeller’s health plan that has not been completed, the Principals are Assumed Employee shall receive credit toward the deductibles and out-of- pocket maximums in the Buyer’s health plan for those expenses incurred under the Seller’s health plan for that year. All sick leave and disability leave accrued and not obligated under or bound used by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations an Assumed Employee prior to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date shall be maintained by the Buyer after the Closing Date. For purposes of determining each Assumed Employee’s vacation benefit with the Buyer for the year in which the Effective Time occurs under the Buyer’s vacation program, any vacation taken by an Assumed Employee while employed with the Seller preceding the Closing Date for the year in which the Effective Time occurs will be deducted from the total buyer vacation benefit for which such Assumed Employee is eligible for such year under the Buyer’s vacation program. After the Closing Date, Assumed Employees will be employed on an at-will basis by the Buyer. It is further provided that in no way shall the Buyer be liable for any claims of that any Assumed Employee may have against the Seller, and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Assumed Employee with respect thereto.

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (101) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties WC shall make offers of employment to all of the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is SST on terms and conditions substantially similar to those presently enjoyed by those Employees who are actively employed as of the Effective Time on the Effective Date. The Key Employees shall be offered employment with WC pursuant to written employment agreements to be drafted by WC. Those Employees who are offered and accept employment with WC shall become employees of WC immediately following the Effective Date (the "Assumed Employees"). WC shall accord to each Assumed Employee service credit based on their period of service with SST and any predecessor for purposes of section 13(2) of the Employment Standards Act (Ontario). Nothing in this Agreement is intended to, andnor does it confer, considered on an overall basisany rights and privileges upon any person not a party to this Agreement. SST shall use its reasonable efforts to ensure that all Assumed Employees accept such offers of employment, no less favorable than it being acknowledged by SST that the Designated Employee’s terms and conditions Key Employees' acceptance of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties WC is a condition of Closing for the purposes benefit for WC. (2) All items in respect of calculating Assumed Employees which require adjustment including, without limiting the generality of the foregoing, premiums for Unemployment or Employment Insurance, applicable hospital or medical plans or employer health tax, Union dues, Canada Pension Plan contributions, accrued wages, salaries, commissions, bonuses, vacation pay or other employee benefits shall be adjusted to the Effective Date. (3) SST shall be responsible for all statutory entitlements and Claims by or on behalf of persons who at or prior to the Acquiring Parties shall assume liability for each Designated Employee’s Effective Time on the Effective Date are or were Employees of SST, whether such liabilities, obligations or costs are asserted by or after the Effective Date, in respect of: (i) any Labour Relations Matter; (ii) any Labour Disturbance; and (iii) any severance pay, accrued entitlement to annual leavevacation pay, long service accrued sick leave and accrued personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute days and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B any other similar obligations (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations "Termination Costs") relating to the Transferors, to the Knowledge termination of the Transferors, the Principals are not obligated under or bound by any agreement or instrumentsuch Employee's employment, or any judgment, decree, break in service or order of any court of administrative agency, that other event entitling someone to payment for such benefits (aa "Termination") conflicts which occurs on or may conflict with their agreements and obligations prior to use their commercially reasonable efforts to promote the interests Effective Time on the Effective Date. (4) Without limiting the generality of the Acquiring Partiesforegoing, (b) conflicts or may conflict SST covenants and agrees that with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful respect to Claims arising prior to the Acquiring Parties. Without regard to whether Effective Time on the Acquiror employs the Principals or the Designated Employees, the Transferors Effective Date: (i) it shall be solely responsible for all outstanding payments due liabilities, obligations or costs arising out of any human rights Claims arising under any Employment Laws; (ii) in the event that WC is required to pay any damages, costs or fees in connection with any human rights Claims, or to reinstate any current or former employee having made or filed such a Claim, SST shall reimburse WC for all damages, costs or fees associated with such Claim and the resolution, whether by settlement or adjudication, of same, including those related to the Principals termination of any employee of WC required to be terminated because of the reinstatement; and (iii) in the event that WC is required to pay any damages, costs or fees of any kind in connection with any Labour Disturbance or Labour Relations Matter regarding any Employees of SST, SST shall reimburse WC for all damages, costs or fees of any kind associated with such Labour Disturbance or Labour Relations Matter and the Designated Employees resolution of same, whether by settlement or adjudication. (5) WC covenants and agrees that, subsequent to the Effective Time on the Effective Date, it shall be responsible for: (i) all liabilities, obligations or costs in respect of each Assumed Employee to the extent such liabilities, obligations or costs arise or accrue subsequent to the Effective Date and relate to any Labour Relations Matter; and (ii) all Termination Costs relating to a Termination which occurs after the Effective Date in respect of any Assumed Employee. (6) SST shall obtain a Purchase Certificate from the Workplace Safety and Insurance Board (the "WSIB") prior to the Closing confirming that, as of the Effective Date, the WSIB waives its rights under their existing terms s. 146(2) of employment with the Transferors (Workplace Safety and Insurance Act to hold WC liable for any amounts owed by SST under the Workplace Safety and Insurance Act. SST agrees to indemnify and hold WC harmless from and against any and all liabilities, obligations or costs arising out of any Claim which may be made or brought or levied against WC, or which WC may suffer or incur, after the Effective Date, brought by any government agency, including but not limited to salarythe WSIB, severance obligations or with respect to any other payment, except as otherwise provided for in this Section 5.4) through outstanding amounts under the Closing Date Workplace Safety and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeInsurance Act.

Offer of Employment. To The Buyer shall offer, and agrees to cause the extent a Designated Employee is not party Buyer Subsidiaries to an offer, immediate employment agreement with a Transferor (so that is a Transferred Contract, the Transferor Parties no period of unemployment shall cooperate occur between employment with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties Seller or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days a Seller Subsidiary prior to the Closing Date and employment with the Buyer or a Buyer Subsidiary on and after the Closing) to all of the Division Employees, including, without limitation, the Inactive Employees, other than those Division Employees identified on the Corresponding Schedule, with such earlier date as employment to commence on the Transferors may agree Closing. Employment for Division Employees who are subject to in their sole discretionthe Collective Bargaining Agreements shall be offered on the terms and conditions of the Collective Bargaining Agreements. The Acquiring Parties Buyer shall make offers become a signatory to, and shall assume all obligations of employment the Seller and the Seller Subsidiaries under, the Collective Bargaining Agreements. Employment for Division Employees who are not subject to a Collective Bargaining Agreement (the Designated Employees "Non-Union Division Employees") shall be offered on terms and conditions to be determined which are substantially similar in the aggregate (without taking into account the post-retirement welfare benefits provided by the Acquiring Parties, provided that each offer of employment is on Seller and the Seller Subsidiaries) to such terms and conditions substantially similar toprovided for and on behalf of such Division Employees immediately prior to the Closing by the Seller or a Seller Subsidiary in accordance with the Seller's or a Seller Subsidiary's then established plans, andprograms, considered on an overall basispractices, no less favorable than and arrangements. Further, the Designated Employee’s employment terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially described in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other paymentpreceding sentence, except as otherwise provided for in this Section 5.4) through Article 10, shall be continued on a comparable basis in all material respects for a period of at least three years following the Closing. The Division Employees whose employment is transferred on an uninterrupted basis from the Seller or a Seller Subsidiary to the Buyer or a Buyer Subsidiary as a result of the Closing Date and the Transferor Parties acknowledge and agree that none acceptance of the Acquiring Parties Buyer's offer of employment by each such Division Employee shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeehereinafter referred to as "Transferred Employees."

Offer of Employment. To Buyer shall consider for employment those Branch employees listed on Schedule 10.2 (the extent a Designated “Offer Employees”) in substantially their then current positions with substantially the same remuneration and benefits generally equivalent to current levels; provided, however, that nothing herein shall (i) obligate Buyer to employ any Offer Employee is not party or consider any other Branch employee for employment, (ii) require Buyer to an employment agreement with a Transferor that is a Transferred Contract, provide any Assumed Employee (as defined below) the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf same remuneration or benefit levels of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent such Assumed Employee’s remuneration or benefits immediately prior to the Acquiring Parties Closing Date, or (iii) prohibit Buyer from terminating any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) Assumed Employee for any reason. No later than 20 days prior to the Closing Date or such earlier date Date, Buyer shall give Seller written notice (the “Offer Notice”) as to which, if any, of the Transferors may agree Offer Employees Buyer will offer employment. Any Branch employee that is not listed on the Offer Notice shall not be offered employment by Buyer. No later than 15 days prior to in their sole discretion. The Acquiring Parties shall make offers of the Closing Date, Buyer will offer employment to the Designated Offer Employees on identified in the Offer Notice. To the extent permitted by applicable law, the period of service with Seller of each Offer Employee who accepts employment with Buyer (each an “Assumed Employee”) shall be recognized only for vesting and eligibility purposes under Buyer’s benefit plans; provided, that the terms of the SERP (as it may be amended from time to time by Buyer without reducing the benefit accrued by Xxxxxxx Xxxx as of the Effective Time) will apply to Xxxxxxx Xxxx if he becomes an Assumed Employee. Buyer shall permit each Assumed Employee to participate in the same health, vacation and conditions other benefits as Buyer provides to be determined by the Acquiring Partiesits other employees, provided that each offer Buyer shall not be obligated to make any contribution to any plan or program on behalf of employment is on terms and conditions substantially similar toany of such Branch employees, andwith respect to any period prior to the Closing. Pre-existing condition restrictions of Buyer’s health plan shall be waived with regard to the Assumed Employees; provided, considered on an overall basishowever, no less favorable than that to the Designated Employeeextent a pre-existing exclusion applied to such Assumed Employee under Seller’s terms and conditions of employment with the Transferor Partieshealth plan, such pre-existing condition exclusion shall continue to apply under Buyer’s health plan. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service All sick leave and personal leave. The Transferor Parties agree disability leave accrued and not used by an Assumed Employee prior to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date shall be maintained by Buyer after the Closing Date. For purposes of determining each Assumed Employee’s vacation benefit with Buyer for the year in which the Effective Time occurs under Buyer’s vacation program, any vacation taken by an Assumed Employee while employed with Seller preceding the Closing Date for the year in which the Effective Time occurs will be deducted from the total buyer vacation benefit for which such Assumed Employee is eligible for such year under Buyer’s vacation program. After the Closing Date, Assumed Employees will be employed on an at-will basis by Buyer; provided, however, that in no way shall Buyer be liable for any claims that any Branch employee may have against Seller and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Branch employee with respect thereto.

Offer of Employment. To the extent a Designated Employee is not party Subject to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate and in accordance with the Acquiring Parties and shall use commercially reasonable efforts provisions of this Section 5.4, Buyer may, in its sole discretion, offer employment to seek to obtain on behalf any or all of the Acquiring Parties employees who are employed by Seller in the acceptance Business as of the date of this Agreement (the "EMPLOYEES"). Prior to the Closing, Buyer, after notice to Seller as to the timing and method of contact, may contact any or all of the Employees for the purpose of making offers of employment with Buyer (or any affiliate designated by Buyer) after the Closing Date and receiving written acceptances of such employment (in each case contingent on consummation of the transactions contemplated by this Agreement). Each Employee who is employed by Seller on the Closing Date and who is hired by Buyer (or any affiliate designated by Buyer) as of the Effective Time as a result of an offer of employment made by Buyer pursuant to this Section 5.4.1 is hereafter referred to as a "TRANSFERRED EMPLOYEE". Transferred Employees shall not include any Designated Employees that person on a disability leave of more than twenty-six (26) weeks. On a periodic basis following the Acquiring Parties may hereafter elect to employ, date of this Agreement and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties Closing, Buyer shall make offers advise Seller of employment its intentions with respect to the Designated Employees on it desire to extend or has extended offers to and the general status of discussions with such Employees. Each Transferred Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Buyer (or any affiliate designed by Buyer that employs such Transferred Employee) from time to time ("Buyer Employee Benefit Plans") pursuant to the terms of each such plan, or in the absence of plan terms or provisions, in accordance with regularly established policies or procedures of Buyer, and conditions to be determined by the Acquiring PartiesBuyer shall recognize each Transferred Employee's service with Seller for purposes of eligibility and vesting under any Buyer Employee Benefit Plan and for all general employment purposes including, without limitation, seniority, vacation, personal time and similar general employment purposes, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed any paid time off offered by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially Buyer in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge calendar year of the Transferors, the Principals are not obligated under or bound Effective Time to any Transferred Employee may be offset by any agreement paid time off used by or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations paid to use their commercially reasonable efforts to promote a Transferred Employee by Seller in the interests calendar year of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeEffective Time.

Offer of Employment. To Buyer shall, or shall cause one of its Affiliates to, offer employment, in each case with a position comparable to that held with Seller immediately prior to the extent Closing, commencing on the Closing Date to all Business Employees employed by Seller immediately prior to the Closing and listed on Schedule 7.6(a) or hired after the date hereof without breach of Section 4.3 (the “Current Business Employees”), excluding those on or that have applied for military leave, disability leave or other leave of absence (whether paid or unpaid) or layoff (each, a Designated Employee is not party to “Leave Employee”). The term “New Buyer Employee” shall mean a Current Business Employees who accepts an employment agreement with a Transferor that offer made by Buyer pursuant to this Section 7.6. For any Leave Employee who is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts cleared to seek or does return to obtain on behalf of the Acquiring Parties the acceptance of an offer of active employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten within six (106) days prior to months following the Closing Date or such earlier later date as is provided by a contractual requirement or applicable law (the Transferors may agree “Return Date”), the treatment as a New Buyer Employee shall be delayed until such Return Date, at which point such Current Business Employee shall be offered employment with Buyer. Until such Return Date, any such Leave Employee will remain on Seller’s disability coverage, with any expenses for such coverage on and after the Closing Date being retained by Seller. If a Leave Employee is not able to in their sole discretionreturn to work by the Return Date, the provisions of this Section 7.6 shall not apply to such Leave Employee and any employment with Buyer would be as a new hire unless Buyer provides otherwise. The Acquiring Parties Seller shall terminate, effective as of the Closing, the employment of each Business Employee other than any Leave Employee, and for the avoidance of doubt, Seller shall bear all of the liabilities, obligations and costs relating to any severance payable to each such Business Employee unless Buyer has failed to make offers an offer of employment to the Designated Employees on terms such Business Employee or has made an offer that does not include a comparable position and conditions to be determined by the Acquiring Parties, provided base salary or wages that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, are no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially those in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations effect immediately prior to the Transferors, Closing Date; Buyer shall bear or reimburse Seller for any severance or other termination related liabilities (other than accrued wages) in either of those circumstances. Seller shall pay to the Knowledge each New Buyer Employee any accrued paid time off that remains unpaid as of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeClosing.

Offer of Employment. To the extent a Designated Employee is not an employee of a Company or a party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties Transferors shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties Transferors consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date with the approval of the Transferors (not to be unreasonably withheld, delayed or conditioned) or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers work in good faith to enter into an employment agreement (collectively, the “Employment Agreements”) with each of employment King, Callahan, and Xxxxxxxx (the “Key Employees”), providing for the Key Employees to serve as employees of the Designated Employees Business on terms and conditions mutually acceptable to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability and the Key Employees, including a term of five years for each Designated Employee’s accrued entitlement of the Key Employees and a base salary for each of the Key Employees of Eighty-Five Thousand Dollars ($85,000) per year, subject to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment appropriate increases in accordance with the booking of new business on terms to be agreed upon between SFX and the Key Employees. In determining the bonuses of the Key Employees, the Acquiring PartiesParties and the compensation committee will consider the Key Employees’ efforts with respect to and success of any new business and venues opened. Each Principal Stockholder has agreed by his execution of this Agreement to cooperate with the Acquiring Parties, and to use commercially reasonable efforts to seek to obtain the cooperation of Xxxxxxxx, to execute and deliver the Employment Agreements at Closing an employment agreementto Parent, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, or if directed by Parent, one of Parent’s Affiliates. Except for obligations to the TransferorsTransferors or the Companies, to the Knowledge of the TransferorsTransferor, the Principals Key Employees are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror an Acquiring Party or Designated Affiliate employs the Principals Key Employees or the Designated Employees, the Transferors each Transferor shall be solely responsible for all outstanding payments due to the Principals Stockholders and the Designated Employees under their existing terms of employment with the Transferors such Transferor (including but not limited to salary, severance obligations obligations, vacation pay or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties Transferors acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a any Transferor and the Principals Stockholders or a Designated Employee. The Transferor Parties covenant that, upon request by the Acquiring Parties, they shall terminate any Designated Individual or Designated Employee that is discovered to have ever been convicted of a felony or entered a plea of nolo contendere to a felony charge.

Offer of Employment. To Prior to the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred ContractContribution Closing Date, the Transferor Parties Newco shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of make an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment AgreementOffer”) to those U.S. Employees as were mutually agreed upon between the U.S. Purchaser and the Sellers, including those on sick leave, vacation, other authorized leaves of absences or short-term disability (but excluding those on long-term disability) (the “U.S. Offered Employees”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations Prior to the TransferorsClosing Date, the Canadian Purchaser shall, or shall cause an Affiliate of the Canadian Purchaser to, make an Employment Offer to all Non-U.S. Employees (the “Non-U.S. Offered Employees”); provided, however, that if the parties shall fail to receive the Canadian Approval Order or the consents of the counterparties to the Knowledge New Waterford Lease as of the TransferorsClosing, then the Principals are Purchaser shall not obligated under or bound be required to make an Employment Offer to any Non-U.S. Employees and any such Non-U.S. Employees shall remain Employees of SGTS-Canada. Each Employment Offer to the U.S. Offered Employees shall provide that such offer of employment shall take effect on the Contribution Closing Date and each Employment Offer to the Non-U.S. Offered Employees shall provide that such offer of employment shall take effect on the Closing Date. U.S. Employees who accept such offer of employment by any agreement or instrument, or any judgment, decree, or order the Contribution Closing Date shall be referred to herein as “U.S. Transferred Employees” and Non-U.S. Employees who accept such offer of any court of administrative agency, that (a) conflicts or may conflict with their agreements employment by the Closing Date shall be referred to herein as “Non-U.S. Transferred Employees” and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict collectively with the business or operations U.S. Transferred Employees shall be referred to herein as “Transferred Employees.” The Sellers and the U.S. Purchaser agree that, in lieu of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful an Employment Offer to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated U.S. Offered Employees, the Transferors Sellers shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none shall cause an Affiliate of the Acquiring Parties shall assume or Sellers to take all necessary and appropriate actions to transfer the U.S. Offered Employees to Newco and cause Newco to employ such U.S. Offered Employees on the terms set forth in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeSection 7.02.

Offer of Employment. To Buyer currently intends to employ those Branch Employees listed on Schedule 10.2 (the extent a Designated “Offer Employees”) in substantially their then current positions with substantially the same remuneration and benefits generally equivalent to current levels; provided, however, that nothing herein shall (i) obligate Buyer to employ any Offer Employee is not party or consider any other Branch Employee for employment, (ii) require Buyer to an employment agreement with a Transferor that is a Transferred Contract, provide any Assumed Employee (as defined below) the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent same remuneration or benefit levels as such Assumed Employee’s remuneration or benefits immediately prior to the Acquiring Parties Closing Date, or (iii) prohibit Buyer from terminating any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) Assumed Employee for any reason. No later than 30 days prior to the Closing Date or such earlier date Date, Buyer shall give Seller written notice (the “Decline Notice”) as to which, if any, of the Transferors may agree Offer Employees will not be offered employment by Buyer. Any Offer Employees that are listed on the Decline Notice shall not be offered employment by Buyer. No later than 10 days prior to in their sole discretion. The Acquiring Parties shall make offers of the Closing Date, Buyer will offer employment to the Designated Offer Employees on terms other than those identified in the Decline Notice. Buyer shall permit each Offer Employee who accepts employment with Buyer (each an “Assumed Employee”) to participate in the same health, vacation, and conditions other benefits as Buyer provides to be determined its other employees who are in positions that are substantially the same as those occupied by the Acquiring Partiesrespective Assumed Employees in their employment with Buyer, provided that each offer Buyer shall not be obligated to make any contribution to any plan or program on behalf of employment is on terms and conditions substantially similar toany of such Branch employees, and, considered on an overall basis, no less favorable than with respect to any period prior to the Designated Employee’s terms and conditions of employment Closing. Buyer shall not be obligated to provide any Assumed Employee with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s credit for service with the Transferring Parties Seller or any of its affiliates for purposes of participation, vesting or qualification under any of Buyer’s benefit plans and programs (including without limitation its vacation and other paid leave programs). Pre-existing condition restrictions of Buyer’s health plan shall be waived with regard to the Assumed Employees; provided, however, that to the extent a pre-existing exclusion applied to such Assumed Employee under Seller’s health plan, such pre-existing condition exclusion shall continue to apply under Buyer’s health plan. For purposes of determining each Assumed Employee’s vacation benefit with Buyer for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on year in which the Designated Effective Time occurs under Buyer’s vacation program, any vacation taken by an Assumed Employee will commence employment while employed with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through Seller preceding the Closing Date for the year in which the Effective Time occurs will be deducted from the total buyer vacation benefit for which such Assumed Employee is eligible for such year under Buyer’s vacation program. Except as provided above, after the Closing Date Assumed Employees will be employed on an at-will basis by Buyer as newly-hired employees subject to Buyer’s normal employment policies and the Transferor Parties acknowledge procedures. Buyer shall not be liable for any claims that any Branch employee may have against Seller and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Assumed Employee with respect thereto.

Offer of Employment. To Subject to and in accordance with the extent a Designated Employee is not party ------------------- provisions of this Section 9, Buyer may offer employment to an employment agreement with a Transferor that is a Transferred Contractany or all of the employees, consultants or independent contractors who are employed or retained by Seller in the Business as of the date of this Agreement (collectively, the Transferor Parties shall "Employees"). Seller agrees that it will cooperate with Buyer to identify those --------- Employees of Seller who are necessary for the Acquiring Parties conduct the Business. Prior to the Closing, Buyer, after notice to Seller as to the timing and method of contact, shall use commercially reasonable efforts have the right to seek to obtain on behalf contact any or all of the Acquiring Parties Employees for the acceptance purposes of making offers of employment with Buyer (or any Affiliate designated by Buyer) after the Closing Date and receiving written acceptances of such employment (in each case contingent on consummation of the transactions contemplated by this Agreement). Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire those Employees to whom it has made an offer in accordance with this Section 9.1 and who accept such offer in the manner and within the time frame reasonably established by Buyer. Each such Employee who is employed by Seller on the Closing Date and who actually transfers to employment with Buyer (or any Affiliate designated by Buyer) at or after the Closing Date as a result of an offer of employment made by Buyer is hereafter referred to as a "Transferred Employee." Transferred Employees shall not -------------------- include any Designated Employees that person on a disability leave of more than twenty-six (26) weeks. On a periodic basis following the Acquiring Parties may hereafter elect to employ, date of this Agreement and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties Closing, Buyer shall make offers advise Seller of employment its intentions with respect to the Designated Employees on terms it desires to extend or has extended offers to and conditions the general status of discussions with such Employees. Notwithstanding such periodic disclosures made to Seller, Buyer shall not be determined by the Acquiring Parties, provided that each obligated to hire any employee unless an offer of employment is on terms and conditions substantially similar subsequently made to, andand accepted by, considered on an overall basissuch employee; in addition, Buyer shall have no less favorable than the Designated Employee’s terms and conditions obligation to hire any Employees of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through Seller after the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeDate.

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10a) Not later than seven business days prior to the Closing Date time but conditional upon the completion of the Closing, the Buyer (or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties one of its wholly-owned subsidiaries) shall make offers of offer employment to certain Employees (the Designated Employees "Scheduled Employees") on terms and conditions which are similar in the aggregate to be determined those upon which such Employees are employed by the Acquiring PartiesSeller at the Closing Time and employ from and after the Closing Date every such Scheduled Employee who accepts such offer. Seller shall use its reasonable efforts to ensure that all Scheduled Employees accept such offers of employment. In such offer, the Buyer shall recognize the seniority of each Scheduled Employee as if the Scheduled Employee had been employed by the Buyer for a period of time equal to the time that such Scheduled Employee was employed by the Seller. After the Closing, the Buyer shall provide each Scheduled Employee with employee benefits which are similar in the aggregate to those provided under the Seller's employee benefit plans in effect at the Closing Date. (b) Until the Closing Date, the Seller shall be responsible for all wages, salaries, bonuses, commissions, earned vacations, holiday pay, sick pay or leave and any other form of compensation or remuneration payable to the Scheduled Employees and any other current or former employees in respect of the services rendered by any of them. To the extent that each offer such obligations are reflected on the Closing Balance Sheet, the Buyer agrees to assume such obligations as of the Closing Date. The Buyer shall be responsible for all compensation or remuneration arising or accruing after the Closing Date with respect to any Scheduled Employee who is offered employment by Buyer and accepts and commences such employment with Buyer on the Closing Date. (c) The Buyer shall indemnify and save harmless the Seller and the Subsidiaries from and against all actions, causes of action, suits, claims, demands, grievances, arbitration awards, and any costs whatsoever (the "Claims") which may be asserted against the Seller or the Subsidiaries by any Scheduled Employee after the Closing. The Buyer shall further indemnify and save the Seller and the Subsidiaries from and against all Claims which may be asserted against the Seller or the Subsidiaries by any of their respective employees in respect of any termination of employment which occurs or is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable deemed to occur at the Closing regardless of whether such employee is a Scheduled Employee. (d) Other than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements Claims referred to in Section 4.9(c) and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement Seller's obligations in respect of Schedule Employees to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially extent such obligations are reflected in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the TransferorsClosing Balance Sheet, the Principals are not obligated under or bound Seller shall indemnify and save the Buyer harmless from and against all Claims which may be asserted by any agreement employee or instrumentformer employee, including any Scheduled Employee, or any judgmentgovernment agency on their behalf, decreeagainst the Buyer, whether asserted by or after the Closing Date, and which arise by reason of the employment or termination of employment of such individual by the Seller on or prior to the Closing Date which is not related to the acquisition by the Buyer of the Acquired Assets, or order of which arise under any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring PartiesSeller's employee benefit plans, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salaryto, any and all liabilities and obligations in respect of wages, salaries, bonuses, commissions, vacation pay, holiday pay, severance obligations pay, notice or any other paymentpay in lieu of notice, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume termination pay, pension, workers' compensation, income tax withholdings, employment insurance, Canada pension plan or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeeemployer health tax.

Offer of Employment. To Within 10 Business Days after the extent date of this Agreement, GMPL (or a Designated Employee is not party Related Body Corporate of GMPL) must make offers of employment to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf each of the Acquiring Parties GOR Employees including any new GOR Employees notified by the acceptance Seller to GMPL under clause 10.3(b). Each offer of employment made under this clause 10 must be an offer of employment by any Designated Employees GMPL (or an Affiliate of GMPL) the form of which has been approved in writing by the Seller: (a) for a position that is equivalent or substantially similar to the Acquiring Parties may hereafter elect to employ, existing position of the GOR Employee commencing on the later of Completion and the Transferor Parties consent to end of the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten Transition Period (10the Transfer Date); (b) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions that are substantially similar to, and, considered on an overall basis, no less favorable than favourable than, the Designated Employee’s existing terms and conditions of employment of the GOR Employee overall taking into account unvested performance incentives, if any; (c) that states that, and ensures that, any contract arising from acceptance of the offer provides that: (i) the offer is conditional on Completion and the GOR Employee being employed by the Seller immediately before the Transfer Date; (ii) acceptance of the offer constitutes the resignation of the GOR Employee from his or her existing position, conditional on and with effect at the Transfer Date; (iii) employment with GMPL commences on the Transfer Date; (iv) the prior service of the GOR Employee with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s Seller (including any service with recognised by the Transferring Parties Seller) will be recognised for the purposes of calculating all statutory entitlements the Leave Benefits, any redundancy pay that may be payable after the Transfer Date and any notice period for termination of employment that may be applicable after the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement Transfer Date; (v) the GOR Employee warrants that any restraints to annual leave, long service leave and personal leave. The Transferor Parties agree which the GOR Employee is subject do not prevent them from accepting an offer of employment; (vi) (subject to release each Designated any modifications made pursuant to clause 10.3(b)) the GOR Employee from must advise GMPL of his or her employment effective from acceptance within 10 Business Days after the date on which of the Designated offer; and (vii) (subject to any modifications made pursuant to clause 10.3(b)) the offer will lapse if it has not been accepted by the GOR Employee will commence employment with by not later the Acquiring Partiesend of the 10 Business Day period referred to in clause 10.1(c)(vi). Each Principal has agreed by his execution The Seller and the Buyer and GMPL must each use reasonable endeavours to encourage the GOR Employees to accept the offers of this Agreement to execute and deliver at Closing an employment agreementemployment, substantially in including the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations Seller allowing GMPL reasonable access to the Transferors, to GOR Employees during normal working hours for the Knowledge purposes of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order encouraging acceptance of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeGMPL’s offer.

Offer of Employment. To (i) Effective as of the extent a Designated date of the Closing, Seller shall cause the employment of all Employees (other than those individuals who are not actively employed due to short-term disability or approved leave of absence, whose employment shall be terminated upon their return to active employment) listed in Schedule 7.2(a)(i) to be terminated and shall promptly pay each such Employee is not party for all wages, salary, bonuses and commissions earned and for all vacation or sick time accrued by such Employee through the date of such termination of employment. Except as set forth on Schedule 7.2(a)(i), effective as of the Closing, Buyer shall offer employment to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate Employees terminated in accordance with the Acquiring Parties and shall use commercially reasonable efforts preceding sentence (except that with respect to seek those individuals on short-term disability or an approved leave of absence, subject to obtain on behalf their commencement of the Acquiring Parties the acceptance of an offer of active employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any with Buyer within 30 days of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties expected return date, Buyer shall make offers of offer employment to the Designated Employees on terms such individuals upon their return from short-term disability or approved leave of absence), subject to such Employee satisfying Buyer’s standard pre-employment background check and conditions to be determined by the Acquiring Partiesdrug screening, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially equivalent (in the form attached hereto aggregate) to those in effect on the Agreement Date. All Employees to whom Buyer offers employment and who accept such employment are herein referred to as Exhibit B (the “Employment Agreement”), Transferred Employees.” Nothing in this Section 7.2 shall limit Buyer’s authority to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to terminate the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order employment of any court of administrative agency, that Transferred Employee at any time and for whatever reason. (aii) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors Seller shall be solely responsible for all outstanding payments any liability, claim or expense with respect to any Seller Benefit Plan, compensation, or any employment related matter of any nature, whether incurred before or after the Closing, that arises out of or relates to the employment relationship between Seller or any of its Affiliates and any Employee or former employee. Without limiting the foregoing, Seller shall be responsible for the payment of any benefits under any Seller Benefit Plan that become due to the Principals any Employees as a result of their termination by Seller in accordance with Section 7.2(a)(i) and the Designated Employees under their existing terms Seller shall be solely responsible for any claim for severance by an Employee or former employee of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except Seller arising solely as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none a result of the Acquiring Parties shall assume or in any fashion be bound consummation of the transactions contemplated by any employment Contract between a Transferor and the Principals or a Designated Employeethis Agreement.

Offer of Employment. To Prior to the extent Operating Expiration Date, Buyer may make a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an bona fide offer of employment to each of the Employees (then-employed by any Designated Employees that Seller) as of the Acquiring Parties may hereafter elect Operating Expiration Date. Each such offer shall provide for employment by Buyer, on an at will basis, with the same base rate of pay and annual cash incentive or bonus opportunity as in effect for such Employee immediately prior to employthe Operating Expiration Date and, otherwise, subject to the standard terms, conditions and policies of employment of Buyer and the terms hereof. Any Employee who is absent from work as of the Operating Expiration Date due to injury, disability or approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”) or other approved leave of absence, shall be offered employment hereunder only if, in the case of a Employee on injury or disability leave including workers’ compensation, the Employee obtains a medical release or other documentation reasonably satisfactory to Buyer which evidences the Employee’s ability to perform the essential functions of his regular work, with or without reasonable accommodation, and the Transferor Parties consent Employee returns to active employment with Buyer no later than (a) if on a short-term disability or on FMLA leave of absence, the Acquiring Parties last day on which the Employee may return to work under the provisions of the applicable Seller short-term disability plan or any FMLA leave of their respective Affiliates communicating directly with absence, or (b) if on another approved leave of absence, within six (6) months of the Operating Expiration Date. Employees who accept such Designated Employees about offers of employment commencing ten and commence employment with Buyer (10) days prior hereinafter referred to the Closing Date or such earlier date as the Transferors may agree “Hired Employees”) shall become employees of Buyer as of the Operating Expiration Date or, for Employees who are absent from work on the Operating Expiration Date due to injury or disability or FMLA or other approved leave of absence, as of the date of their return to active employment as described in their sole discretionthe previous sentence. The Acquiring Parties Hired Employees shall make offers of employment to be offered participation in Buyer’s employee benefit plans and programs upon the Designated Employees on same terms and conditions applicable to be determined by the Acquiring Parties, provided that each offer other similarly situated non-bargaining unit represented employees of employment is on terms Buyer and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment in accordance with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employee8.2.

Offer of Employment. To Seller has provided to Buyer as of the extent date hereof a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate list of employees of Seller and its Subsidiaries associated with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties Equipment Product Lines or any of the Assets setting forth the status of such employees and their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) compensation, who will be full-time, active employees on the Closing Date, including those on temporary leave for jury duty, family and short-term medical leave, vacation or annual two-week military duty. Buyer shall provide to Seller at least 10 days prior to the Closing Date a list of such employees to whom Buyer or its Affiliates or Subsidiaries of Sterling will offer employment (the "Employee List"). Seller shall use all reasonable efforts and shall cause its Subsidiaries to use all reasonable efforts (which does not include the increase in any benefits under any employee benefit program, plan or arrangement) to cause such earlier date as employees to accept Buyer's or its Affiliates' or Subsidiaries of Sterling's offers of employment. Reasonable efforts for the Transferors may agree purpose of this Article shall mean communicating the benefits to such employees and the benefits set forth in this Article to encourage their sole discretionemployment with Buyer, its Affiliates or Subsidiaries of Sterling. The Acquiring Parties Reasonable efforts shall make neither preclude the Seller or its Subsidiaries from retaining those employees who do not accept employment offers from the Buyer; nor require the Seller or its Subsidiaries to provide any payment or benefit which is not set forth in this Agreement. Prior to any employee's acceptance or rejection of an offer of employment from the Buyer, Seller or its Subsidiaries shall not provide any incentive for any employee to remain in the employment of the Seller or its Subsidiaries. Those employees who accept such offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge become employees of the TransferorsBuyer or its Affiliates prior to February 14, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors 1997 shall be solely responsible for all outstanding payments due referred to herein as "Transferred Employees". Employees listed on the Principals and the Designated Employees under their existing terms Employee List who as of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none are on short term medical leave shall not be deemed Transferred Employees if they do not report for work within six (6) months of the Acquiring Parties commencement of such leave and shall assume remain the responsibility of Seller or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeeits Subsidiaries.

Offer of Employment. To No later than 20 Business Days following the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contractexecution of this Agreement, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties Purchaser shall make conditional offers of employment to all Business Employees, subject to the Designated Purchaser’s established hiring and onboarding criteria (including, without limitation, applicable background checks, drug screening and verification of employment authorization). The Purchaser shall employ each of the Business Employees, effective as of the Closing, who satisfy the established hiring and onboarding criteria (each of such Business Employees who, as of the Closing, satisfies all of Purchaser’s established hiring and onboarding criteria and has accepted the Purchaser’s offer of employment, hereafter referred to as a “New Employee”). The Seller shall retain Liability for any and all severance or other termination-related costs, if any, with respect to Business Employees who do not become New Employees. Once employed by the Purchaser, the New Employees will be eligible to participate in the Purchaser’s employee benefit plans on terms and conditions applicable to be determined by similarly-situated Purchaser employees. The medical, dental and health plans of the Acquiring PartiesPurchaser applicable to each New Employee (x) shall not contain any exclusions for pre-existing conditions (other than conditions which barred coverage under the Seller’s corresponding plans), provided that and (y) shall immediately, without any waiting period, cover as of Closing each offer of employment New Employee who elects and is on terms and conditions substantially similar toeligible for coverage under such plans. In addition, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions Purchaser shall grant each New Employee full credit for all periods of employment with the Transferor Parties. The Acquiring Parties Seller for eligibility, vesting and accrual purposes under the employee benefit plans of the Purchaser applicable to such New Employee (except that this sentence shall recognize each Designated Employee’s not obligate the Purchaser to grant benefit accrual service with the Transferring Parties under any defined benefit pension plan for the purposes any period of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement employment occurring prior to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the TransferorsClosing); provided, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agencyhowever, that (a) conflicts or may conflict with their agreements and obligations such crediting of service shall not operate to use their commercially reasonable efforts duplicate any benefit to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals such employee or the Designated Employees, the Transferors shall funding for any such benefit. All New Employees will be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeeconsidered at-will employees.

Offer of Employment. To Within 10 Business Days after the extent date of this Agreement, GMPL (or a Designated Employee is not party Related Body Corporate of GMPL) must make offers of employment to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf each of the Acquiring Parties GOR Employees including any new GOR Employees notified by the acceptance Seller to GMPL under clause 10.3(b). Each offer of employment made under this clause 10 must be an offer of employment by any Designated Employees GMPL (or an Affiliate of GMPL) the form of which has been approved in writing by the Seller: (a) for a position that is equivalent or substantially similar to the Acquiring Parties may hereafter elect to employ, existing position of the GOR Employee commencing on the later of Completion and the Transferor Parties consent to end of the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten Transition Period (10the Transfer Date); (b) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions that are substantially similar to, and, considered on an overall basis, no less favorable than favourable than, the Designated Employee’s existing terms and conditions of employment of the GOR Employee overall taking into account unvested performance incentives, if any; (c) that states that, and ensures that, any contract arising from acceptance of the offer provides that: (i) the offer is conditional on Completion and the GOR Employee being employed by the Seller immediately before the Transfer Date; (ii) acceptance of the offer constitutes the resignation of the GOR Employee from his or her existing position, conditional on and with effect at the Transfer Date; (iii) employment with GMPL commences on the Transfer Date; (iv) the prior service of the GOR Employee with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s Seller (including any service with recognised by the Transferring Parties Seller) will be recognised for the purposes of calculating all statutory entitlements the Leave Benefits, any redundancy pay that may be payable after the Transfer Date and any notice period for termination of employment that may be applicable after the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement Transfer Date; (v) the GOR Employee warrants that any restraints to annual leave, long service leave and personal leave. The Transferor Parties agree which the GOR Employee is subject do not prevent them from accepting an offer of employment; (vi) (subject to release each Designated any modifications made pursuant to clause 10.3(b)) the GOR Employee from must advise GMPL of his or her employment effective from acceptance within 10 Business Days after the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, offer; and (vii) (subject to any modifications made pursuant to clause 10.3(b)) the Principals are offer will lapse if it has not obligated under or bound been accepted by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests GOR Employee by not later the end of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful 10 Business Day period referred to the Acquiring Partiesin clause 10.1(c)(vi). Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals The Seller and the Designated Buyer and GMPL must each use reasonable endeavours to encourage the GOR Employees under their existing terms to accept the offers of employment with the Transferors (including but not limited to salaryemployment, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employee.including

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten No later than fifteen (1015) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of Date, Buyer will offer employment to each of the Designated Employees on terms at their salaries as of the date of this Agreement. To the extent permitted by applicable law, the period of service with Seller of each Employee who accepts employment with Buyer (each a "Transferred Employee") shall be recognized only for vesting and conditions eligibility purposes under Buyer's benefit plans. Buyer shall permit each of the Transferred Employees to be determined by participate in the Acquiring Partiessame health, vacation and other benefits as Buyer provides to its other employees, provided that each offer Buyer shall not be obligated to make any contribution to any plan or program on behalf of employment is on terms and conditions substantially similar toany of such employees, andor to otherwise provide any compensation or benefits to any of such employees, considered on an overall basiswith respect to any period prior to the Closing. Pre-existing condition restrictions of the Buyer's health plan shall be waived with regard to the Transferred Employees; provided, no less favorable than however, that to the Designated Employee’s terms and conditions of employment with extent a pre-existing condition exclusion applied to such Transferred Employee under Seller's health plan, such pre-existing condition exclusion shall continue to apply under the Transferor PartiesBuyer's health plan. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service All sick leave and personal leave. The Transferor Parties agree disability leave accrued and not used by a Transferred Employee prior to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date shall be maintained by Buyer after the Closing Date. For purposes of determining each Transferred Employee's vacation benefit with the Buyer for the year in which the Effective Time occurs under Buyer's vacation program, any vacation taken by a Transferred Employee while employed with Seller preceding the Closing Date for the year in which the Effective Time occurs will be deducted from the total Buyer vacation benefit for which such Transferred Employee is eligible for such year under the Buyer's vacation program. After the Closing Date, Transferred Employees will be employed on an at-will basis by the Buyer provided, however, Buyer agrees not to terminate from employment any Transferred Employee except for cause for a period of six (6) months following the Closing Date. It is further provided that in no way shall Buyer be liable for any claims of that any Employee may have against Seller and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Employee with respect thereto.

Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten No later than fifteen (1015) days prior to the Closing Date Date, Buyer will offer employment to each of the Employees at their salaries as of the date of this Agreement. To the extent permitted by applicable law, the period of service with Seller of each Employee who accepts employment with Buyer (each a "Transferred Employee") shall be recognized only for vesting and eligibility purposes under Buyer's benefit plans. Buyer and Seller agree that effective immediately before the Effective Time, all of the Transferred Employees shall be terminated by Seller and hired immediately thereafter by Buyer. All benefits accrued, earned or such earlier date as the Transferors may agree otherwise offered by Seller to in their sole discretion. The Acquiring Parties shall make offers Transferred Employees that upon termination of employment with Seller are forfeited (including without limitation, payment for earned but unused sick and disability leave) shall cease without compensation or payment of any kind pursuant to the Designated policy or agreement underlying such benefit and Buyer shall have no liability therefor. All benefits accrued, earned or otherwise offered by Seller to Transferred Employees on terms and conditions that upon termination of employment with Seller require compensation to be determined paid by Seller to the Acquiring PartiesTransferred Employee shall be paid by Seller to the Transferred Employee pursuant to the policy or agreement underlying such benefit and Buyer shall have no liability therefor. Buyer shall permit each of the Transferred Employees to participate in the same health, vacation and other benefits as Buyer provides to its other employees, provided that Buyer shall not be obligated to make any contribution to any plan or program on behalf of any of such employees, or to otherwise provide any compensation or benefits to any of such employees, with respect to any period prior to the Effective Time. Pre-existing condition restrictions of the Buyer's health plan shall be waived with regard to the Transferred Employees; provided, however, that to the extent a pre-existing condition exclusion applied to such Transferred Employee under Seller's health plan, such pre-existing condition exclusion shall continue to apply under the Buyer's health plan. For purposes of determining each offer Transferred Employee's vacation benefit with the Buyer, each Transferred Employee is eligible for the number of employment vacation days under the Buyer's vacation program that such Transferred Employee would have received had such Transferred Employee been employed by Buyer on January 1, 2004 ("Eligible Vacation Days"); provided that Buyer shall deduct from the number of Eligible Vacation Days the pro rata portion to reflect the percentage of the year elapsed from January 1, 2004 until the Effective Time. For example, if a Transferred Employee would have 10 Eligible Vacation Days and the Effective Time is on terms and conditions substantially similar toAugust 31, and2004, considered such Transferred Employee will have one-third of ten, or 3.5, vacation days left for calendar year 2004 (fractions shall be rounded to the nearest half of one vacation day). After the Closing Date, Transferred Employees will be employed on an overall basisat-will basis by the Buyer provided, no less favorable than the Designated Employee’s terms and conditions however, Buyer agrees not to terminate from employment any Transferred Employee except for cause for a period of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B six (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a6) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through months following the Closing Date Date. It is further provided that in no way shall Buyer be liable for any claims of that any Employee may have against Seller and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Employee with respect thereto.

Offer of Employment. To Buyer may, but shall not be required to, offer employment to individuals who are employees of Seller on the extent Closing Date, in accordance with Buyer’s normal hiring practices. Buyer, or its affiliates, shall offer employment to a Designated Employee sufficient number of Seller’s Galvanizing Division employees on such terms and conditions so that Seller is not party required to an provide notice of a “plant closing” or “mass layoff” to any person or entity under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101 et seq. or any other similar federal, state or local law or regulation (the “WARN Act”) as a result of the termination of employment agreement with a Transferor that or its employees by Seller as of the Closing. Set forth on Schedule 7.10 hereof is a Transferred Contract, list of all employees of Seller’s Galvanizing Division as of the Transferor Parties date hereof and their annual rate of compensation. Seller shall cooperate with all requests made by Buyer for the Acquiring Parties purpose of facilitating Buyer’s hiring of such employees. As used herein, “Transferred Employees” shall mean all such employees to whom employment is offered by Buyer as provided above and who accept employment with Buyer, including without limitation those on medical, disability or other leave of absence. Buyer shall use commercially reasonable efforts to seek to obtain on behalf comply with all provisions of the Acquiring Parties WARN Act with respect to all of Seller’s employees employed in the acceptance of an offer of employment by any Designated Galvanizing Division. Buyer shall permit all Transferred Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent participate in Buyer’s 401(k) plan pursuant to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, thereof and, considered on an overall basisin connection therewith, no less favorable than the Designated Employee’s terms and conditions of employment shall credit each Transferred Employee with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties number of days such Transferred Employee was employed by Seller for the purposes of calculating all statutory entitlements and the Acquiring Parties any length of service requirements under such 401(k) plan. Nothing herein expressed or implied shall assume liability confer upon any Transferred Employee or other employee or former employee of Seller or legal representatives thereof, any rights or remedies, including without limitation any right to employment or continued employment for each Designated Employee’s accrued entitlement to annual leaveany specified period, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agencynature or kind whatsoever, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other paymentor, except as otherwise provided for in this Section 5.47.10, any right to specific terms or conditions of employment (including rate of pay, fringe benefits or position) through under or by reason of this Agreement. The employment of any Transferred Employee or all Transferred Employees may be terminated by Buyer for any reason or for no reason at any time after the Closing Date Date. With respect to employees who either are not extended an offer of employment with Buyer or who choose not to accept an offer of employment with Buyer, Seller and the Transferor Parties acknowledge Shareholder covenant and agree that none to cooperate with and to assist Buyer at Buyer’s sole cost and expense in obtaining the agreement of those employees to continue to be available to Buyer during a transition period of six months beginning on the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated EmployeeClosing Date.

Offer of Employment. To the extent a Designated Employee is not a party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent consents to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date with the approval of Transferor (not to be unreasonably withheld, delayed or conditioned) or such earlier date as the Transferors Transferor may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror an Acquiring Party or Designated Affiliate employs the Principals or the Designated Employees, the Transferors Transferor shall be solely responsible for all outstanding payments due to the Principals Members and the Designated Employees under their existing terms of employment with the Transferors Transferor (including but not limited to salary, severance obligations obligations, vacation pay or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge acknowledges and agree agrees that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals Members or a Designated Employee. The Transferor Parties covenant that, upon request by the Acquiring Parties, they shall terminate any Designated Individual or Designated Employee that is discovered to have ever been convicted of a felony or entered a plea of nolo contendere to a felony charge.

Offer of Employment. To (a) Buyer agrees to cause the extent a Designated Employee is not party Buyer Subsidiaries to an employment agreement with a Transferor that is a Transferred Contractoffer employment, beginning on the Transferor Parties shall cooperate with Closing Date, to, and the Acquiring Parties and Seller shall use commercially its reasonable efforts to seek to obtain on behalf assist the Buyer Subsidiaries in employing, all of the Acquiring Parties Division Employees and Xxxxx Xxxxxxx and Xxx Xxxxxx (the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ"Technical Support Personnel"), other than those identified on Schedule 9.1A (i) in comparable positions, and the Transferor Parties consent (ii) with compensation substantially equivalent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days compensation, including incentive and bonus compensation, prior to the Closing Date and with a package of employee benefits that is substantially equivalent in the aggregate (except as otherwise provided in this Section 9), to the employee benefit package available to those employees prior to the Closing Date; provided, however, that nothing in this Section 9.1 shall (i) require the Buyer or such earlier date as the Transferors may Buyer Subsidiaries to provide any form of equity or equity-based compensation or incentive or bonus plan, or (ii) preclude the Buyer or the Buyer Subsidiaries from implementing a uniform compensation or benefit program(s) for all of the Buyer's or the Buyer Subsidiaries' employees, including the former Division Employees and Technical Support Personnel. If for whatever reason, either or both of the Technical Support Personnel do not agree to become employees of the Buyer Subsidiaries, such persons shall be used by Seller, as long as they are employees of Seller, to provide the services provided to the Division prior to the Closing Date to the Buyer Subsidiaries in their sole discretionaccordance with the terms of the Services Agreement relating to the services to be provided by the Seller for the Buyer Subsidiaries following the Closing Date. The Acquiring Parties shall make offers Nothing in the foregoing sentence is intended to limit the ability of Seller to terminate any such employment or to reduce the levels of employment to at the Designated Employees on terms and conditions to be determined by Southfield Innovation Center, relocate any of such employees, reduce or shift production at the Acquiring PartiesSouthfield Innovation Center or close the Southfield Innovation Center for reasonable business purposes or as a result of changing business conditions; provided, provided that each offer except for terminations of employment is on terms occassioned by violation of Seller's employment rules and conditions substantially similar topractices by such employees, andSeller shall continue to use the Technical Support Personnel to provide the required services for at least six months after the Closing Date, considered on an overall basisunless Buyer consents to a change thereto. (b) The Buyer shall also cause the Buyer Subsidiaries to provide, no less favorable than for a period of at least two years following the Designated Employee’s terms and conditions Closing Date, to Division Employees or Technical Support Personnel who accept such offers of employment with the Transferor PartiesBuyer Subsidiaries ("Hired Employees") with group health benefits on substantially the same terms as current employees of the Buyer or its affiliates in similar positions. The Acquiring Parties Buyer shall cause the Buyer Subsidiaries to recognize each Designated Employee’s service with the Transferring Parties Seller or any Seller Affiliate, including a Seller Subsidiary, by Hired Employees for the purposes of calculating eligibility, vesting and benefits under all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between a Transferor and the Principals or a Designated Employeesuch benefit programs.

Offer of Employment. To Buyer shall consider for employment all Branch Employees in substantially their then current positions with remuneration not less than current levels and benefits generally equivalent to current levels, provided that nothing herein shall require the extent a Designated Buyer to consider any Employee is not party for subsequent employment, nor shall anything herein prohibit the Buyer from subsequently deciding to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by terminate any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or Assumed Employee (defined below) for any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) reason. No later than 15 days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of Date, Buyer will offer employment to each of the Designated Employees at their salaries as of the date of this Agreement, except for those Employees set forth on terms Schedule 11.2. To the extent permitted by applicable law, the period of service with Seller of each Branch Employee who accepts employment with Buyer (each an “Assumed Employee”) shall be recognized only for vesting and conditions eligibility purposes under Buyer’s benefit plans. Buyer shall permit each of the Assumed Employees to be determined by participate in the Acquiring Partiessame health, vacation and other benefits as Buyer provides to its other employees, provided that each offer Buyer shall not be obligated to make any contribution to any plan or program on behalf of employment is on terms and conditions substantially similar toany of such employees, andwith respect to any period prior to the Closing. Pre-existing condition restrictions of the Buyer’s health plan shall be waived with regard to the Assumed Employees; provided, considered on an overall basishowever, no less favorable than that to the Designated Employeeextent a pre-existing exclusion applied to such Assumed Employee under Seller’s terms and conditions of employment with health plan, such pre-existing condition exclusion shall continue to apply under the Transferor PartiesBuyer’s health plan. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service All sick leave and personal leave. The Transferor Parties agree disability leave accrued and not used by an Assumed Employee prior to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Acquiring Parties. Without regard to whether the Acquiror employs the Principals or the Designated Employees, the Transferors shall be solely responsible for all outstanding payments due to the Principals and the Designated Employees under their existing terms of employment with the Transferors (including but not limited to salary, severance obligations or any other payment, except as otherwise provided for in this Section 5.4) through the Closing Date shall be maintained by Buyer after the Closing Date. For purposes of determining each Assumed Employee’s vacation benefit with the Buyer for the year in which the Effective Time occurs under Buyer’s vacation program, any vacation taken by an Assumed Employee while employed with Seller preceding the Closing Date for the year in which the Effective Time occurs will be deducted from the total buyer vacation benefit for which such Assumed Employee is eligible for such year under the Buyer’s vacation program. After the Closing Date, Assumed Employees will be employed on an at-will basis by the Buyer provided, however, Buyer agrees not to terminate from employment any Assumed Employee except for cause for a period of 6 months following the Closing Date. It is further provided that in no way shall Buyer be liable for any claims of that any Employee may have against Seller and the Transferor Parties acknowledge and agree that none of the Acquiring Parties shall assume or in any fashion be bound by any employment Contract between Buyer may request a Transferor and the Principals or a Designated Employeerelease from each Employee with respect thereto.