Common use of Offer of Employment Clause in Contracts

Offer of Employment. (a) The Purchaser shall be entitled to, but not required to offer employment on and as of the First Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment to any employees of the Business other than the First Closing Transferred Employees on the First Closing Date. Sellers shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date. (b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.

Offer of Employment. Directly or indirectly, Buyer may, but shall not be required to, offer employment to all of the Employees on the Closing Date, with such offers to be in substantially the form provided in Schedule 6.8. Set forth on Schedule 3.17 hereof is a list of all Employees as of the date hereof and their annual rate of Compensation (aas such term is hereinafter defined) The Purchaser as of the date hereof. As used herein, the term “Compensation” shall mean all forms of direct and indirect remuneration and include, without limitation, salaries, commissions, bonuses, securities, property, insurance benefits, personal benefits and contingent forms of remuneration. Seller shall cooperate with all requests made by Buyer for the 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, as well as any Employees who attend at work following the Closing Date with the intention of working with the Buyer, which Employees will be entitled todeemed to have accepted the Buyer's offer of employment, including without limitation those on medical, disability or other leave of absence, provided that Employees on leave shall not be considered Transferred Employees until the date on which each such Employee is released by the Employee’s physician to return to work and the Employee actually returns to work. Effective as of the later of the Closing Date and the date on which an Employee becomes a Transferred Employee, Transferred Employees shall cease to participate and accrue benefits under the Employee Plans. From and after the later of the Closing Date and the date on which an Employee becomes a Transferred Employee, Transferred Employees shall begin participation in the benefits plans offered by the Buyer. To the extent allowable under Buyer’s policies and procedures, Buyer shall provide each Transferred Employee credit for years of service prior to the Closing with Seller for all purposes including, but not required limited to, (i) eligibility and vesting (but not for benefit accrual) under Buyer’s group health plans and vacation programs and policies and (ii) any and all pre-existing condition limitations and eligibility waiting periods under group health plans of Buyer, and shall cause to offer employment on and as of the First Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment be credited to any deductible or out-of-pocket expenses (which are applicable in the plan year of Buyer in which the Closing Date falls) under any group health plans of Buyer any deductibles or out-of-pocket expenses incurred by Transferred Employee and their beneficiaries and dependents under health plans of Seller during the plan year of Seller in which the Closing Date falls. Other than as required by applicable law, nothing herein expressed or implied shall confer upon any Transferred Employee or any 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 any specified period, of any nature or kind whatsoever, or, except as otherwise provided in this Section 6.8, any right to specific terms or conditions of employment (including rate of pay, fringe benefits or position) under or by reason of this Agreement. With respect to certain non-employees of Seller designated by Buyer, Seller and the Business other than Sole Shareholder covenant and agree to cooperate with and to assist Buyer in obtaining the First Closing Transferred Employees agreement of those non-employees to continue to be available to Buyer during a transition period of six months beginning on the First Closing Date. Sellers shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date. (b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.

Offer of Employment. Prior to the Closing Date and at a time chosen in consultation with the Cytec Parties, Purchaser shall offer employment, effective on the Closing Date, in a comparable position, at the same location and at no less favorable base salary and annual bonus arrangements (aother than gain-sharing), to each Business Employee, including each such Business Employee receiving disability benefits or otherwise on leave from active employment; excluding, however, (i) The any Business Employee receiving long-term disability benefits, (ii) any Business Employee on temporary disability leave from active employment who has been on such leave for six months or more as of the Closing Date and (iii) any Business Employee on temporary disability leave from active employment as of the Closing Date who does not actually return to work within six months after the date such temporary disability leave commenced. All Business Employees who accept Purchaser's offer of employment within one day after the Closing Date or, in the case of a Business Employee who returns to work within six months from taking temporary disability leave, within one day after the date of return from temporary disability, shall become employees of Purchaser effective as of the later of such acceptance and the Closing Date, and shall be referred to herein as "Acquired Employees". It is specifically understood and agreed that (A) any offer of employment by Purchaser to a Business Employee on temporary disability leave from active employment as of the Closing Date shall be contingent upon the return of such Business Employee to full time employment within six months after the date such temporary disability leave commenced (or if required by law, any such later date) and (B) any such Business Employee's employment by Purchaser shall be entitled to, but not required deemed to offer commence on the date such Business Employee actually returns to full time employment with Purchaser. The Sterling Parties hereby agree to reimburse the Cytec Parties for the actual wages or salary of each person who becomes an Acquired Employee and who was on and temporary disability leave as of the First Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(a) (Date for the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment to any employees of the Business other than the First Closing Transferred Employees period commencing on the First Closing Date. Sellers shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising Date through the First Closing Datereturn date of such person. (b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.

Offer of Employment. As of the Closing Date, the Seller shall terminate the employment of all of the Affected Employees (a) The Purchaser other than those who are on short-term disability leave). As soon as practicable after the date of this Agreement, the Buyer shall be entitled tooffer employment, but not required to offer employment on and effective as of the First Closing Date, on an at-will basisEffective Time, to all persons who are or will be Affected Employees on the day immediately preceding the Closing Date (other than those employees listed on Schedule 13.1(ashort-term disability leave) (and who complete the “First Closing Buying Parties' standard application agreement. Each Affected Employee who accepts any such offer of employment shall be referred to herein as a "Transferred Employees”)Employee". Purchaser The offer of employment, including, without limitation, wages, salaries and benefits, shall endeavor to offer employment to such First Closing be, in the aggregate, competitive with the terms and conditions as those under which the Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers employed immediately prior to the First Closing Date. The Purchaser Any Affected Employee who is on short-term disability leave as of the Closing Date shall not remain employed by the Seller through such Affected Employee's short-term disability leave; provided, however, that if he or she recovers from his or her disability within the period of his or her short-term disability leave or the six-month period following the Closing Date (whichever is shorter), the Buyer shall at that time make or cause one of its Affiliates to make, an offer of employment to any employees of the Business other than the First Closing Transferred Employees him or her on the First Closing Date. Sellers same employment terms and conditions as are applicable to similarly situated Transferred Employees, and the Buyer shall have reimburse the right and opportunity, prior Seller for the full amount of any short-term disability leave cash compensation paid by the Seller to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities such Person with respect to periods beginning with the Effective Date until the date that such Restricted Person accepts employment with the Buyer; each such Person who accepts employment with the Buyer shall also be deemed a "Transferred Employee arising through the First Closing Date. (b) The Purchaser shall be entitled to, but not required to offer employment on and Employee" as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to date of such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Dateacceptance.

Offer of Employment. Buyer shall offer employment to each of the Business Employees of Seller identified on Schedule 9.1 (a) The Purchaser subject to such changes as may occur subsequent to the date hereof as the result of terminations, retirements and transfers; PROVIDED that any changes as a result of transfers shall be entitled tolimited to transfers made by mutual agreement between the parties or by any such employee covered by a collective bargaining agreement that provides such employee the right to transfer to other jobs at Seller; PROVIDED FURTHER that any changes as a result of terminations shall be mutually agreed upon by the parties prior to the Closing Date). Seller agrees to provide to Buyer, but in a complete, diligent and timely manner, all relevant information as Buyer may reasonably request with respect to compensation, service, and other information relating to the employment of the Transferred Employees. Offers of employment to Business Employees who are not subject to a collective bargaining agreement shall be on economic terms which are set forth in Schedule 9.1(i). Buyer and Seller shall comply with the requirements of the alternate procedure for the preparation and filing of the employer Tax Returns and employee information returns for successor employers set forth in Revenue Procedure 96-60, 1996-2 C.B. 399, or any amendment, modification or replacement thereof. If prior to the Closing Date Buyer has negotiated a collective bargaining agreement with a union representing Business Employees who are subject to a collective bargaining agreement, the offers of employment to such Business Employees shall be on terms consistent with such new collective bargaining agreement. Except as mutually agreed upon by Seller and Buyer, neither Seller nor its Affiliates shall offer employment to any Business Employee to whom Buyer is required to offer employment on and as of pursuant to this Section 9.1 during the First Closing Date, on an at18-will basis, to all those employees listed on Schedule 13.1(a) (month period following the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser Neither Buyer nor any Affiliate of Buyer shall not offer employment to any employees of Business Employee who does not become a Transferred Employee during the Business other than 18-month period following the First Closing Transferred Employees on the First Closing Date. Sellers Seller's employees who are on approved leave of absence at the time they accept an offer of employment from Buyer shall become Transferred Employees as of the date they return from such leave of absence. Buyer agrees, for a period of eighteen (18) months following the Closing Date, to provide the Transferred Non-Union Employees benefits as are set forth in Schedule 9.1(i); PROVIDED, HOWEVER, Buyer shall not be obligated to provide any such benefits to any terminated employee following the Closing Date. Buyer shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities no 42 obligation or liability with respect to such Restricted Former Business Employees or any Business Employee who does not become a Transferred Employee. Nothing contained herein shall require Buyer to continue the employment of any Transferred Employee arising through or provide benefits to any terminated employee following the First Closing DateClosing. (b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.

Offer of Employment. Prior to the Closing Date and at a time chosen in consultation with the Cytec Parties, Purchaser shall offer employment, effective on the Closing Date, in a comparable position, at the same location and at no less favorable base salary and annual bonus arrangements (aother than gain- sharing), to each Business Employee, including each such Business Employee receiving disability benefits or otherwise on leave from active employment; excluding, however, (i) The any Business Employee receiving long-term disability benefits, (ii) any Business Employee on temporary disability leave from active employment who has been on such leave for six months or more as of the Closing Date and (iii) any Business Employee on temporary disability leave from active employment as of the Closing Date who does not actually return to work within six months after the date such temporary disability leave commenced. All Business Employees who accept Purchaser's offer of employment within one day after the Closing Date or, in the case of a Business Employee who returns to work within six months from taking temporary disability leave, within one day after the date of return from temporary disability, shall become employees of Purchaser effective as of the later of such acceptance and the Closing Date, and shall be referred to herein as "Acquired Employees". It is specifically understood and agreed that (A) any offer of employment by Purchaser to a Business Employee on temporary disability leave from active employment as of the Closing Date shall be contingent upon the return of such Business Employee to full time employment within six months after the date such temporary disability leave commenced (or if required by law, any such later date) and (B) any such Business Employee's employment by Purchaser shall be entitled to, but not required deemed to offer commence on the date such Business Employee actually returns to full time employment with Purchaser. The Sterling Parties hereby agree to reimburse the Cytec Parties for the actual wages or salary of each person who becomes an Acquired Employee and who was on and temporary disability leave as of the First Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(a) (Date for the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment to any employees of the Business other than the First Closing Transferred Employees period commencing on the First Closing Date. Sellers shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising Date through the First Closing Datereturn date of such person. (b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.

Offer of Employment. No later than four (a4) Business Days prior to, and effective as of (and subject to the occurrence of), the Closing Date, Acquirer will make an offer of employment to not less than 75% of the individuals employed by the Sellers as of the date hereof (including, without limitation, each employee of the Sellers then on short-term disability leave, family or medical leave, military leave or similar approved leave of absence) (each a “Company Employee”). Such offer of employment will: (i) with respect to employees of the US Seller, be an offer for “at will” employment and will: (A) be set forth in offer letters on Acquirer’s standard form, (B) be subject to and in compliance with Acquirer’s applicable policies and procedures, including employment background checks and the execution of such Acquirer’s employee proprietary information and invention assignment agreement, governing employment conduct and performance, (C) have terms, including the position and salary, which will be determined by the Acquirer, and (D) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date. Each employee who accepts the Acquirer’s offer of employment will be referred to herein as a “US Transferred Employee.” The Purchaser US Transferred Employees shall be entitled to, but not required to offer employment on and as of benefits that in the First Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to aggregate for such First Closing US Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior are no less favorable than those provided to the First Closing Date. The Purchaser shall not offer employment to any similarly situated employees of the Business other than Acquirer, taking into account the First Closing US Transferred Employees Employees’ performance and geographic location. Except to the extent prohibited by legal requirements, the Sellers will use reasonable efforts to make available to Acquirer all personnel records relating to active US Transferred Employees. Each US Transferred Employee who is actively at work on the First first Business Day following the Closing DateDate shall commence employment with the Acquirer on such date. Each US Transferred Employee who is on leave on the first Business Day after the Closing Date and who promptly and within the time provided by Contract or applicable law returns to active employment with the Acquirer after the Closing Date shall be treated as having terminated from Sellers and commenced employment with the Acquirer on such return date and shall have be treated as a US Transferred Employees; and (ii) with respect to employees of the right Canadian Seller, will be an irrevocable offer of employment in writing and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (for a position comparable to the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date. (b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid position held by the offeree immediately prior to the Closing, and will be on terms and conditions of employment including base salary or base wages, incentive compensation, severance entitlements, vacation and benefits, that are substantially similar to those provided by the Canadian Sellers immediately prior to the Second Closing Date. Each employee of the Canadian Sellers shall have the right and opportunitywho accepts Acquirer’s offer of employment will be referred to herein as a “Canadian Transferred Employee.” Without limitation, prior to the Second Closing, to obtain an executed Restricted a Canadian Transferred Employee Release from each Restricted Transferred Employee within who arrives at his or her then applicable place of employment on the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through first Business Day immediately following the Second Closing Date, or promptly following conclusion of any sick day, vacation or other absence pending as of the Closing Date and undertakes to perform her or his duties, will be deemed for all purposes of this Agreement to have accepted Acquirer’s offer of employment and shall be treated as a Canadian Transferred Employee.

Offer of Employment. (a) 5.1 At any time after the Commencement Date, Exult Supplier may offer to employ an Affected Employee on such terms and conditions as the Exult Supplier shall determine. 5.2 As soon as reasonably practicable after the Commencement Date, the Client and the Appropriate Affiliates, subject to any restrictions imposed by law, will deliver to Exult Supplier employment information containing the identity of, job descriptions and skill qualifications of the Affected Employees, and such other employment information as Exult ---------- * Confidential treatment is requested for redacted portion. The Purchaser confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Supplier shall reasonably request with respect to an Affected Employee and which the Client or Appropriate Affiliate mutually agrees to provide. As soon as reasonable practicable after delivery to the Client or Appropriate Affiliate of a written release agreement from an Affected Employee, the Client or Appropriate Affiliate shall also deliver to Exult Supplier such additional employment information the release of which is authorized by such Affected Employee's release agreement. The Client and Exult Supplier shall provide reasonable cooperation with Exult Supplier's collection of employment information for the Affected Employees, including the establishment of the form of any release agreements and the procedures for requesting Affected Employees to provide such releases agreements. 5.3 The Client or Appropriate Affiliate shall cause each New Exult Employee to be fully vested in such Assigned Employees' accrued benefits under the Client's or Appropriate Affiliates' retirement and savings plans. 5.4 Exult Supplier shall permit each New Exult Employee to enroll in Exult Supplier's benefit plans and programs under [***]* 5.4.1 [***]* 5.4.2 Exult Supplier will offer coverage under Exult Supplier's health and welfare benefit plans to New Exult Employees and their dependents in accordance with the terms of the Exult Supplier's health and welfare benefit plans; [***]* The Client or Appropriate Affiliate shall be entitled to, but not required to offer employment on responsible for all health and as of the First Closing Date, on an at-will basis, to all those welfare claims that are incurred by employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Datedate they become employees of Exult Supplier. The Purchaser Exult Supplier's health and welfare plans shall be responsible for all health and welfare claims that are incurred by employees after the effective date of their coverage by the Exult Supplier's plan. 5.4.3 [***]* The Client or Appropriate Affiliate will be responsible for all vacation benefits accrued by employees up to the effective date of their employment by the Exult Supplier. The Client or Appropriate Affiliate will pay out all accrued but unused vacation pay to its employees who accept employment with Exult Supplier according to the Client or Appropriate Affiliate's practices. Exult Supplier shall provide vacation according to Exult Supplier's vacation policies, [***]* Except as specifically provided for in Section 4.4, Exult Supplier shall not offer employment be required to any employees provide a New Exult Employee with credit under my benefit plan or program or payroll practice for service with the Client or the Appropriate Affiliate. 5.4.4 The Client or Appropriate Affiliate shall be responsible for all workers' compensation claims of an Affected Employee timely filed, either prior to or subsequent to the Business other than date an Affected Employee becomes a New Exult Employee for instances of injury or illness, arising from or incurred in the First Closing Transferred Employees on the First Closing Date. Sellers shall have the right and opportunitycourse of employment, that occur prior to the First Closing, to obtain date the Affected Employee becomes a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date. (b) The Purchaser New Exult Employee. Exult Supplier shall be entitled toresponsible for all workers' compensation claims of a New Exult Employee for instances of injury or illness, but not required to offer employment arising from or incurred in the course of employment, that occur on and as of after the Second Closing Date, on date an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Dateindividual becomes a New Exult Employee.

Offer of Employment. Not later than five (a5) The Purchaser Business Days prior to Closing, Seller shall be entitled to, but not required to offer employment on and provide Buyer with an updated Schedule 3.12(c). Effective as of Closing, Seller shall terminate the First employment of the Employees listed on Schedule 6.1. Buyer shall offer employment, in a form reasonably acceptable to Seller, commencing on the Closing Date, on an at-will basis, to all those employees each Employee listed on Schedule 13.1(a) 6.1 (the “First Closing Transferred Offer Employees”). Purchaser shall endeavor , on terms substantially similar to offer employment those provided to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to Closing, with respect to position, work, location, and salary or hourly wage; provided that, unless required by applicable Law, any offer of employment to an Employee who is not actively at work on the First Closing Date due to an approved leave of absence shall be effective on the date following the Closing Date on which such Employee returns to active employment, so long as such date is within six (6) months following the Closing Date. The Purchaser shall ; and further provided that, if such Employee does not return to active employment within such six (6) month period, then such offer of employment to any employees of the Business other than the First Closing Transferred Employees on the First Closing Date. Sellers shall will expire and Buyer will have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities no Liability or obligation with respect to such Restricted Employee hereunder. Those Employees who accept Buyer’s offer of employment and commence such employment on the Closing Date (or, if applicable, upon return to active duty as contemplated by this Section 6.1) shall be referred to as “Transferred Employees”. During the 12-month period ending on the first anniversary of the Closing Date, each Transferred Employee arising through the First Closing Date. (b) The Purchaser shall be entitled to, but to receive while in the employ of Buyer or any of its Affiliates (i) base compensation that is not required to offer employment on and as of less than the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment base compensation paid to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers Employee immediately prior to Closing and (ii) bonus opportunities and employee benefits that, in the Second Closing Date. Sellers shall have the right and opportunityaggregate, prior are substantially equivalent to the Second Closing, bonus opportunities and employee benefits provided to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within similarly situated employees of the Second Closing Transferred Employees releasing Sellers from Buyer or its Affiliates. In no event shall Buyer or any liabilities of its Affiliates have any Liability with respect to such Restricted (x) the termination of employment by Seller of the Offer Employees or (y) any employee or other service provider who is not a Transferred Employee arising through the Second Closing DateEmployee.

Offer of Employment. (a) The Purchaser shall be entitled to, but not required to offer employment on and as of the First Closing DateDate to each Employee in the same position and location and, in each case, at a rate of pay at least equal to such Employee's rate of pay in effect, and with such benefits as shall be substantially similar to those maintained by the Purchaser for its similarly situated employees at its manufacturing facilities located in Decatur, Alabama, except for severance policies, which will be maintained in accordance with Seller's existing severance policies; provided, however, that in the event an Employee rejects the Purchaser's offer of employment and therefore does not become a Transferred Employee, the Purchaser hereby agrees to pay to each such Employee the severance benefit, if any, to which such Employee becomes entitled under the Seller's severance plan with respect to the termination of employment of such Employee by the Seller, in effect, on an at-will basis, to all those employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially business day immediately preceding the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment deliver to any employees the Seller a true and complete list of all Transferred Employees as of the Business other than the First Closing Transferred Employees on the First Closing Date. Sellers The Purchaser shall have be solely responsible for all compensation accruing or to be paid on or after the right and opportunity, prior Closing Date with respect to the First ClosingTransferred Employees, for any compensation with respect to obtain a executed release agreement (in a form satisfactory to which there are accruals on the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities Balance Sheet and for all employment and withholding tax obligations with respect to such Restricted Transferred Employee arising through the First Closing Datecompensation. (b) The Seller shall provide to the Purchaser shall be entitled toa statement of all accrued entitlements for Employees, but not required to offer employment on including, without limitation, vacation days, wages and as of other compensation consistent with the Second Benefit Arrangements. (c) During the sixty day period from and after the Closing Date, on the Purchaser shall not: (i) permanently or temporarily shut down a Facility if the shutdown results in an atemployment loss during any thirty day period at the Facility for fifty or more employees, excluding any part-will basistime employees; and (ii) lay off more than thirty-three percent of the active employees, to all and no more than forty-nine employees, excluding part-time employees, at any Facility. For purposes of this Subsection 9.1(c), the term "Facility" shall mean a "single site of employment" and/or an "operating unit" as those employees listed on Schedule 13.1(b) terms are defined in the Worker Adjustment and Retraining Notification Act (the “Second Closing Transferred Employees”"WARN Act"). Purchaser shall endeavor to offer The term "employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers loss" shall have the right meaning ascribed to it in the WARN Act. It is intended by this Subsection 9.1(c) that the Purchaser assume any and opportunity, prior to all Liabilities under the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee WARN Act arising through the Second Closing Dateout of this transaction.

Offer of Employment. (a) The Purchaser parties hereto intend that there shall be entitled to, but not required continuity of employment with respect to offer employment on and all Business Employees. It is intended that Business Employees as of the First Closing Date, on an at-Date will basis, to all those employees listed on Schedule 13.1(a) (transfer employment from the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior Seller Entities to the First Buyer Entities on the Closing DateDate or as soon thereafter as is administratively practicable. The Purchaser shall A transfer will be delayed in the case of Business Employees who cannot offer be transferred on the Closing Date because: (i) such change in employment to any employees of would adversely affect their legal status in a particular country; (ii) the Business other than the First Closing Transferred Employees on the First Closing Date. Sellers shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (Employee is employed in a form satisfactory Deferred Country, or (iii) other similar situations. Seller and Buyer agree to resolve the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities issues with respect to such Restricted Transferred each particular Business Employee arising through whose transfer to a Buyer Entity is deferred in order to effect the First Closing Datetransfer as soon as administratively practicable. (b) The Purchaser date identified as the first date on or after the Closing Date when a Business employee can transfer employment from a Seller Entity to a Buyer Entity is, for purposes of this ARTICLE 8, referred to as the "Transfer Date." On the Transfer Date, the applicable Buyer Entity shall be entitled to, but not required to offer employment commencing on and as the Transfer Date to all Business Employees, including those on vacation, leave of the Second Closing absence, disability (other than long-term disability) or temporary layoff, who were employed by a Seller Entity immediately prior to such Transfer Date, on an at-will basisequivalent terms (including salary, to all fringe benefits, job responsibility and location) as those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment provided to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid employees by the Sellers applicable Seller Entity immediately prior to the Second Closing Transfer Date. Sellers Those persons who accept a Buyer Entity's offer of employment and who commence working with a Buyer Entity as of a Transfer Date are referred to as "Transferred Employees." Business Employees with a deferred Transfer Date shall have remain employees of a Seller Entity until such Business Employees' respective Transfer Dates. The compensation and benefits of such Business Employees shall be paid by the right applicable Seller Entities, and opportunity, prior the Buyer Entities will reimburse the applicable Seller Entities for the cost of such compensation and benefits in a manner which is mutually acceptable to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing DateSeller and Buyer.

Offer of Employment. (a) The Purchaser shall be entitled to, but not required Not less than 15 days prior to offer employment on and as of the First Closing Date, on an at-will basis, to all Seller shall advise Buyer in writing of those employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment to any employees of the Business Seller wishes to retain as Seller's employees (the "Retained Employees"). Not less than seven days prior to the Closing Date, Buyer shall advise Seller in writing of those employees of the Business (other than Retained Employees) to whom Buyer does not intend to extend an offer of employment, the number of which shall not exceed 12 (the "Redundant Employees"). Effective as of the Closing, Seller shall terminate its employment of all employees of the Business, other than the First Retained Employees and Redundant Employees. On the Closing Transferred Date, Buyer shall provide an offer of employment to all of the employees of the Business (other than Redundant Employees on and Retained Employees), with each such offer providing for (i) substantially the First same terms and substantially similar benefits as are then provided by Buyer to a similarly situated employee of Buyer and (ii) employment, if accepted by the employee, to be deemed effective for wage and benefit purposes as of the Closing Date. Sellers Each such offer shall have be contingent upon the right employee's (q) passing a drug test to be administered on behalf of the Buyer by a NIDA certified laboratory and opportunity, prior (r) completion of the Buyer's employment application process to be administered during the eight Business Day period following the Closing Date. Buyer shall be responsible for and shall pay each former employee of the Business (other than Redundant Employees and Retained Employees) a fee for participation in Buyer's employment application process at a rate equivalent to the First Closing, wage or salary rate paid to obtain a executed release agreement (in a form satisfactory each such employee by the Seller. Neither Seller nor Buyer shall take any action intended to cause employees to reject Buyer's offer of employment. Not later than the Sellers, in their sole discretion) (12th calendar day following the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date, Buyer shall advise Seller of (x) those employees (other than Redundant Employees and Retained Employees) who did not satisfy the contingencies upon which the offer of employment was based and (y) those employees who have accepted Buyer's offer of employment. Those employees who have accepted such offer of employment, effective as of the Closing Date, shall be referred to herein as "Transferred Employees". (b) The Purchaser term "Eligible Employees" shall be entitled to, but not required to offer employment on and as mean all employees of the Second Closing DateBusiness, other than Redundant Employees and Retained Employees, who pass the drug test administered on an at-will basis, to all those employees listed on Schedule 13.1(b) (behalf of the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially Buyer by a NIDA certified laboratory during the same base salaries or wages and benefits as were paid by eight Business Day period following the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.

Offer of Employment. (a) The Purchaser Buyer hereby agrees that, prior to the Closing Date, an Affiliate of the Buyer will extend an offer of employment to not fewer than 95% of the Seller Assigned Employees in accordance with the terms of this Section 4.10. Any Seller Assigned Employee who receives an offer of employment from the Buyer’s Affiliate but does not accept such offer will not be eligible for any severance benefit under any Seller Benefit Plan. Any Seller Assigned Employee who accepts such offer of employment with the Buyer’s Affiliate is herein referred to as a “Transferring Employee.” All Transferring Employees’ service with the Seller or its Affiliates will be terminated by the Seller or its Affiliates as of the Closing Date. At least five business days before the Closing, the Buyer shall be entitled tofurnish to the Seller a list of the names of any Seller Assigned Employees who will not receive an offer of employment from the Buyer’s Affiliate, and the Seller shall have the right, but not required to offer employment on and as of the First Closing Date, on an at-will basisobligation, to all those retain such employees. Any employees so retained are herein referred to as “Seller Retained Employees”. Notwithstanding the foregoing, the three employees listed on Schedule 13.1(aSection 4.10(a) of the Seller Disclosure Letter may remain as Seller Retained Employees if they so choose, in their sole discretion. The Seller will be responsible for any change of control payment due to any employee of the Seller (or one or more of the Seller’s Affiliates) in connection with this Agreement. Any employee who is not given an offer of employment by the Buyer’s Affiliate and who is not a Seller Retained Employee will be terminated by the Seller on or before the Closing Date (“Terminated Employees”), and the Seller is obligated to pay any and all severance obligations under the seller severance plan (the “First Closing Transferred Seller Severance Plan”) for all such Terminated Employees”). Purchaser The terms of any offer of employment by the Buyer’s Affiliate to a Seller Assigned Employee shall endeavor to offer employment to such First Closing Transferred Employees be at least at substantially the same base salaries salary or wages hourly rate of pay, as applicable, and benefits bonus opportunity, in each case as were paid by exists on the Sellers immediately date of this Agreement, and such terms shall recognize each Seller Assigned Employee’s years of service, seniority and tenure with the Seller and its Affiliates prior to the First Closing Date in all respects, including for purposes of terms of employment and eligibility, vesting, benefit accrual, and bonus determination. Nothing contained in this Agreement shall affect the ability of Buyer’s Affiliate to alter the terms, conditions or wages of any Transferring Employee’s employment after a period of twelve months following the Closing Date. The Purchaser ; provided, however, that nothing in this paragraph shall not offer employment limit the right of Buyer’s Affiliate at any time after the Closing Date to any alter the terms, conditions or wages of such Transferring Employees, if consistent with the policies and procedures concerning the Buyer’s or its Affiliates’ other employees or to adjust such terms or conditions due to a downturn in the Company Business, the condition of the Business industry, the termination of customer contracts, or for any other than the First Closing Transferred Employees on the First Closing Date. Sellers shall have the right and opportunityvalid business purpose, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date. (b) The Purchaser shall be entitled to, including but not required limited to offer employment on and as of compliance with any federal immigration law or any applicable state law that penalizes a business that fails to use the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Datefederal EVerify system.