Common use of Offers of Employment Clause in Contracts

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior The Buyer shall offer employment, to be effective as of the Closing Date, to the End Date Key Employees and those other Employees identified on Schedule 13.01 of the Disclosure Letter (as defined collectively, the “Offered Employees”) on terms and conditions which, in Exhibit A the aggregate, are no less favorable to the Transition Service Agreement)those under which such Offered Employees are currently employed in terms of title, Opco shall make a written offer years of employment to each Applicable Employeeservice, effective upon the Transfer Datecompensation, (as defined below)benefits, which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Datehours of work and location, (ii) provide an annual incentive compensation opportunity and with duties that is are comparable to the Applicable Employee’s annual incentive compensation opportunity those enjoyed by such Offered Employees immediately prior to the Closing Date; provided that . Buyer shall recognize the performance metrics applicable to past service of Transferred Employees with Seller for all purposes, including for the purposes of any such annual incentive compensation opportunity provided after notice of termination, termination pay or severance pay required by contract, statute or common law. To the Closing Date may extent requested by Buyer, all service-based entitlements will be adjusted paid by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties Seller to the positions held by, and the duties performed by, the Applicable Transferred Employees immediately prior to the Transfer DateClosing Date (the “Employee Payments”). For purposes of this Agreement, each Subject to the payment of the Applicable Employees who affirmatively accepts Opco’s Employee Payments and assuming that the offer of employment and commences working for Opco made by the Buyer to the Offered Employees is on or after terms such that the Closing Date shall become a “Transferred Employee” on Offered Employees would be obligated to accept the latest same in order to comply with their common law duty to mitigate their losses arising from their termination of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) andemployment with Seller, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” Seller shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as have no liabilities to any of the first Business Day following Transferred Employees arising from their employment with Seller prior to the End Date, Opco agrees that the Applicable Closing other than commission owing to Transferred Employees identified on Schedule 5.5(a)(iii) as being necessary for who form part of Seller’s performance of their respective obligations under this Agreement or sales staff, which commission becomes due and payable to such Employees upon the Transition Service Agreement customer paying the amounts invoiced after Closing (each such Applicable Employee, a “Necessary EmployeeContingent Commission”), which such Contingent Commission shall be made available paid by Buyer. From and after the Closing Date, Buyer agrees to Seller at comply in all material respects with all Applicable Laws with respect to the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers termination of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate of any Transferred Employee at any time and for any reason following the applicable Transfer DateEmployee.

Offers of Employment. Prior (a) No later than the Closing Date, Seller shall provide Purchaser with access to personnel records, personnel files and such other information (excluding social security numbers and personal addresses), in each case with respect to the End Date Employees, as Purchaser may reasonably request, subject to applicable Privacy Laws and Data Security Requirements. No later than five (as defined in Exhibit A 5) Business Days after the Closing Date, Purchaser shall offer employment to, or cause its Affiliates to offer employment to, each Employee (with such offers of employment to specify that they will expire if not accepted by such Employee within three (3) Business Days after the Transition Service Agreementdate the offer is made to such Employee), Opco with such employment to be effective on January 1, 2025 (the “Transfer Date”). Nothing herein shall make be construed as a written representation or guarantee by Seller that any particular Employee shall accept an offer of employment to each Applicable Employee, effective upon or shall continue in employment or service with Purchaser and its Affiliates following the Transfer Date, . (as defined below), which offer b) All offers of employment by Purchaser to the Employees pursuant to Section 7.01(a) shall (i) be at salary or hourly wage rates (as least at the case may be) not less than the same annual base salary or wage rates received rate, annual target cash short-term incentive opportunities, general position and location, in each case as provided by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity Seller immediately prior to the Closing Date; provided . Purchaser shall, and shall cause its Affiliates to, comply with all applicable Laws relating to the offers of employment to, and continuation of employment of, the Employees after the Closing. (c) Seller and Purchaser intend that the performance metrics applicable transactions contemplated by this Agreement, including the transfers of employment of any Transferred Employees, shall not constitute a severance or termination of employment of any Transferred Employee prior to or upon the Transfer Date for purposes of any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in severance or termination under any Benefit Plan, program, policy, agreement or arrangement of Seller or any of its sole discretionAffiliates, and (iii) be for that Transferred Employees shall have continuous and uninterrupted employment at the same work location (or within 30 miles of such location) immediately before and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to after the Transfer Date, and Purchaser shall, and shall cause its Affiliates to, comply with any requirements under applicable Law to ensure the same. For purposes Such offers shall be on terms sufficient to avoid contractual, statutory or common law severance or separation benefits or any other legally mandated payment obligations, other than where such severance or obligations are automatic. Notwithstanding any provision of this AgreementAgreement to the contrary, each provided that Purchaser makes an offer of the Applicable Employees who affirmatively accepts Opcoemployment on terms consistent with this Article VII to an Employee, if such Employee does not accept Purchaser’s offer of employment and commences working for Opco or otherwise fails to become an employee of Purchaser or its Affiliates on or after the Closing Transfer Date shall become (a “Non-Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), such Employee shall remain an employee of the Seller and Seller shall be made available solely responsible for all legal obligations and Liabilities related to Seller at the sole expense and arising out of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers Non-Transferred Employee’s employment or termination of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement)Closing Date, Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date end of the Lease Period (subject to continued employment) (as defined in the Master Employee Leasing Agreement), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Dateend of the Lease Period, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Dateend of the Lease Period, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Services Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Services Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior (i) No more than fourteen (14) calendar days after the date hereof Buyer shall provide to the End Date Company a form or forms of offer letter to be used in making offers of employment to Offer Employees (collectively, the “Forms of Offer Letters”). The Company shall review the Forms of Offer Letter and provide comments within ten (10) calendar days after receipt. Buyer (or its Affiliate) shall reasonably consider the Company’s comments, and no later than thirty (30) calendar days after the date hereof, or, where applicable Law required that the Offer Employees be paid statutory payments such as defined in Exhibit A to termination benefits unless the Transition Service Agreement), Opco shall make a written offer of employment is made within any other period, such other period, make an offer of employment, in accordance with this Agreement, and to each Applicable Employee, be effective upon on the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, Closing (ii) provide With respect to each Offer Employee who is not actively employed due to an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity approved leave of absence as of immediately prior to the Closing Date; provided Date (each, an “Inactive Offer Employee”), (A) any such offer of employment shall (1) be contingent on such Offer Employee presenting himself or herself for active employment during the six (6) month period immediately following the Closing Date (or such longer period as specified by applicable Law) and (2) be effective as of the date that such Offer Employee presents himself or herself to Buyer for active employment, unless this results in the performance metrics Inactive Offer Employee being entitled to statutory payments such as termination benefits under applicable Law, and (B) the Company shall retain the Liability for the compensation and benefits payable to such Inactive Offer Employee from the Closing Date until the date his or her employment transfers to Buyer. The Company will provide Buyer with an updated list of Inactive Offer Employees within five (5) Business Days of the Closing Date indicating, if known, the last date of return. For all purposes of the remainder of this Section 6.2, with respect to any Inactive Offer Employee, the date that such annual incentive compensation opportunity provided Inactive Offer Employee commences employment with Buyer or the time of such commencement of employment shall be substituted for the terms “Closing Date” or “Closing”, respectively, wherever such term appears. (iii) Xxxxx agrees not to engage in any “mass layoff” or “plant closing” (as defined in the WARN Act and applicable similar state law) for at least 90 days after the Closing Date may Date. Without limiting the generality of Section 1.2, Buyer shall be adjusted by Opco in its sole discretionresponsible for, and (iii) be for shall defend, hold harmless and indemnify the Seller for, all Liabilities under the WARN Act arising out of or resulting from any “plant closing,” “mass layoff” or other employment at losses resulting from, related to, or caused by the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of transactions contemplated by this Agreement, each of the Applicable including Buyer’s failure to offer U.S. Offer Employees who affirmatively accepts Opcoemployment, Xxxxx’s offer of employment and commences working for Opco on or after the Closing Date shall become a “failure to comply with its obligations under this Section 6.2, Xxxxx’s decision to terminate any Transferred Employee” , or (iv) In the jurisdictions set forth on Schedule 6.2(a)(iv), the latest of Parties shall and shall cause their Affiliates to cooperate to enter into a tripartite agreement (in compliance with applicable Law) between each Offer Employee who becomes a Transferred Employee, Seller (or the applicable Retained Company), and Buyer (or its Affiliate), which shall include, to the extent permitted by applicable Law, (i) a waiver of claims and severance pay with respect to the Closing Date, employment and termination with Seller (or the applicable Retained Company) and (ii) the first Business Day following Offer Employee’s acceptance of new employment terms with Buyer, the End Date (subject to continued employmentterms of which shall be in accordance with this Section 6.2(a) and Section 6.2(b), or (iii) if . In circumstances where an Offer Employee executes such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable tripartite agreement and becomes a Transferred Employee, an “Absent Employee”) and, as applicable, has not returned Seller shall pay or shall cause the applicable Retained Company to active employment prior be paid any accrued end of service gratuity with respect to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as terms of the first Business Day following relevant tripartite agreement. (v) To the End Date, Opco agrees extent permitted by applicable Law: (A) Sellers and Buyer agree that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under transactions contemplated by this Agreement or will constitute a relevant transfer for the Transition Service Agreement (each such Applicable Employeepurposes of the Transfer Regulations and, a “Necessary Employee”)accordingly, shall be made available that it will not operate so as to Seller at terminate the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers contracts of employment pursuant of any of the Automatic Transfer Employees; and (B) such contracts of employment of any of the Automatic Transfer Employees shall transfer automatically to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following Buyer or its applicable Affiliate upon the applicable occurrence of the Closing by operation of the Transfer DateRegulations.

Offers of Employment. Prior The following shall apply with respect to employment matters: 4.3.1 Sellers will use all reasonable efforts to cause the employees employed by Sellers to make available their employment services to Buyer. For a period of two (2) years from the Closing Date, Sellers and Shareholders will not, and will not permit any of their Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of Business. 4.3.2 Buyer shall offer employment on and as of the Closing Date, on an at-will basis, to the End Date persons named on Schedule 4.3.2, other than the Key Employees, at base wages or salaries which are no less than those presently in effect as described on Schedule 4.3.2. In addition, for a period of twenty-four months after Closing (as defined in Exhibit A other than with respect to group health coverage, for which such period shall be the Transition Service Agreement12 months following the Closing), Opco shall make a written offer of employment the welfare, benefit plans, programs and arrangements and salary and wages provided to each Applicable Employee, effective upon the Transfer Date, any Transferred Employee (as defined below), which offer ) shall (i) be at salary or hourly wage rates (as substantially similar in the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior aggregate to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable programs and arrangements and salary and wages applicable to the Applicable Employee’s annual incentive compensation opportunity such employee immediately prior to the Closing Date; provided that the performance metrics applicable . In determining any Transferred Employee’s eligibility to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco participate in its sole discretionand vesting under Buyer’s defined contribution retirement plans, employee welfare and (iii) be for employment at the same work location (or within 30 miles of such location) benefit plans, programs and in the same or substantially similar positions and with similar duties to the positions held byarrangements, and the duties performed bylevel of vacation under Buyer’s policies, the Applicable Transferred Employees will receive full credit, to the extent legally permitted, for all service with Seller prior to the Closing (to the same extent such Transferred Employees received such credit with respect to such plans, programs and arrangements maintained by Seller). For a period of twenty-four months after Closing, each Transferred Employee shall be entitled to not less than three days of sick pay per year. Buyer will provide group health coverage to the Transferred Employees and their dependents without imposing any pre-existing condition exclusions, waiting periods or actively-at-work requirements except to the extent such requirements were applicable to the Transferred Employee or dependent under an applicable group health plan of Seller immediately prior to the Transfer Closing Date. For purposes of this Agreement, each of the Applicable Employees Those employees who affirmatively accepts Opco’s offer accept such offers of employment and commences working for Opco on or after effective as of the Closing Date shall become a be referred to herein as the “Transferred EmployeeEmployees.” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) Effective as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise Buyer shall assume the liability of Sellers in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay and incentive compensation, but only to the extent such individual’s offer liability is reflected on the Balance Sheet or arose after the Balance Sheet Date in the ordinary course of employment will automatically expire). Without limiting the foregoingbusiness, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance consistent with the immediately preceding sentenceprior practice of Sellers. Effective as Buyer shall assume no such liability or obligations with respect to employees who are not Transferred Employees and Sellers shall retain, consistent with their normal employment practices, all liabilities and obligations with respect to such employees. Sellers shall remain responsible for payment of any and all employee termination costs, retention, change in control, severance or other similar compensation or benefits which are or may become payable in connection with the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateconsummation Contemplated Transaction.

Offers of Employment. Prior to the End Date (as defined in Exhibit A Closing Date, Seller and/or Holdco shall cause Opco to the Transition Service Agreement), Opco shall make a written an offer of employment to each Applicable Employee, Employee effective upon on the Transfer later of the Closing Date or the first Business Day on which the Applicable Employee is actively at work (“Employment Effective Date, (as defined below”), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Closing Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; , provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Closing Date, and (iv) be conditioned on the Applicable Employee’s agreement to the Buyer’s Employee Confidentiality and Non-Disclosure Agreement and Team Member Guide. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing his or her Employment Effective Date, (ii) the first Business Day following the End Date (subject . Except with respect to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable any Critical Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All all such offers of employment pursuant to this Section 5.5(a5.05(a) will be for employment-at-employment at will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Closing Date. All Applicable Employees who are not actively at work on the Closing Date shall be identified on Schedule 5.5(a).

Offers of Employment. Prior (a) Before the Closing Date, and after having an opportunity to interview the End Date (as defined in Exhibit A to the Transition Service Agreement)Employees, Opco Buyer or an Affiliate of Buyer shall make a written an offer of employment to each Applicable Employee, effective including Employees who are receiving short-term disability benefits or are on family, medical, long-term disability, administrative or military leave or any other type of leave that entitles the Employee to reinstatement upon completion of the Transfer Date, leave under the applicable leave policy of Seller or its Affiliates or pursuant to applicable Law (as defined beloweach an “Employee on Leave”), which such offer shall be effective as of the Effective Time. At least five (5) days prior to the Closing, Buyer shall inform Seller which Employees (other than any Employee’s on Leave) have accepted the offers made to them and each such Employee (each, a “Transferred Employee”; any Employee of Seller who does not accept the offer made to him or her by Buyer or an Affiliate of Buyer shall be referred to herein as a “Retained Employee”) shall become employed by Buyer or its Affiliate as of the Effective Time; except that any Employee on Leave shall have thirty (30) days after returning to active work status to accept Buyer’s offer of employment and upon acceptance of such offer shall become employed by Buyer or its Affiliate as of the Effective Time and shall be deemed to be a Transferred Employee. During the period of time from the Effective Time through the date that is twelve (12) months after the Effective Time (the “Transition Period”), Buyer or its Affiliate shall provide each Transferred Employee with (i) be at salary the same or hourly wage rates (substantially similar job duties as the case may be) not less than the salary or wage rates received by the Applicable Employees such Transferred Employee had immediately prior to the Transfer Date, Closing; (ii) provide an annual incentive a salary or hourly wage, as applicable, and bonus and other compensation opportunity that is comparable at least equivalent to that earned by such Transferred Employee immediately prior to the Applicable EmployeeClosing; and (iii) benefits that are substantially comparable in the aggregate to the benefits provided to such Transferred Employee immediately prior to the Closing. Notwithstanding any provision this Agreement to the contrary, Seller understands, acknowledges and agrees that Seller shall solely be liable for the COBRA obligations of all Retained Employees. (b) Seller shall not, and shall cause its Affiliates to not, directly or indirectly in any way discourage or influence or attempt to discourage or influence any of the Employees from accepting any offer of employment made by Buyer or its Affiliate pursuant to Section 8.1(a). (c) Buyer or its Affiliates shall take such actions as are reasonably necessary to ensure that Transferred Employees’ service with Seller and Seller’s annual incentive compensation opportunity ERISA Affiliates completed prior to the Closing (“Past Service”) shall be considered as service with Buyer or its Affiliates completed after the Closing for all purposes under any welfare benefit plan (as defined in Section 3(1) of ERISA) or vacation policy or sick pay policy maintained by Buyer or its Affiliates, or any entity in the same controlled group of corporations as Buyer or its Affiliates or under common control with Buyer or its Affiliates, in which Transferred Employees are eligible to participate. Buyer or its Affiliates shall also take such actions as are reasonably necessary to ensure that the Transferred Employees’ Past Service shall be considered as service with Buyer or its Affiliates completed after the Closing for vesting and eligibility purposes under any pension benefit plan (as defined in Section 3(2) of ERISA) maintained by Buyer or any entity in the same controlled group of corporations as Buyer under common control with Buyer, in which Transferred Employees are eligible to participate. (d) To the extent that any Transferred Employees become covered under any benefit plan sponsored by Buyer or its Affiliates or made available to employees of Buyer or its Affiliates, any restriction on coverage for pre-existing conditions, requirement for evidence of insurability or eligibility waiting periods under such plan shall be waived for such Transferred Employees. Buyer shall use commercially reasonable efforts to ensure that each Transferred Employee who becomes covered under any benefit plan that is a group health plan (including a “group health plan” as defined in Section 5000(b)(1) of the Code) shall receive credit for those sums paid in the current year under the corresponding Employee Benefit Plan in which such Transferred Employee participated immediately prior to the Closing Date; provided as deductibles, coinsurance and co-payments, towards any deductible and/or out-of-pocket maximum that may apply under such benefit plan sponsored by Buyer or its Affiliates or made available to employees of Buyer or its Affiliates. (e) After the performance metrics Closing, neither Buyer nor any of its Affiliates shall be required to maintain the employment of any Transferred Employee unless required by applicable Law. Notwithstanding the foregoing, if during the Transition Period either (i) Buyer or its Affiliate terminates without Cause the employment of any Transferred Employee or (ii) a Transferred Employee resigns for Good Reason, then Buyer or its Affiliate shall pay to any such annual incentive compensation opportunity provided Employee a severance benefit in a lump-sum amount equal to such employee’s severance amount as specified on Schedule 8.1(e), which such payment shall be made on the date that is thirty (30) days after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles date of such location) and in the same termination of employment or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Dateresignation. For purposes of this AgreementSection 8.1(e), each of the Applicable Employees who affirmatively accepts Opco’s offer a termination or resignation of employment shall occur if and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes when a Transferred Employee ceases, on what is reasonably expected to be a permanent basis, to provide, directly or indirectly, services to Buyer and all of its Affiliates and successors in accordance with any capacity for compensation and such cessation constitutes a “separation from service” within the immediately preceding sentence. Effective as meaning of Section 409A(a)(2)(A)(i) of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateCode.

Offers of Employment. Prior Not later than five (5) days prior to the End Date Closing Date, Purchaser or an Affiliate thereof shall provide to Seller a list of those Employees to which it desires to make an offer of employment (as defined in Exhibit A to the Transition Service Agreement), Opco “Designated Employees”) and shall make a written an offer of employment to each Applicable Designated Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received subject to their continued employment by the Applicable Employees immediately prior to Seller or an Affiliate through the Transfer Date, Closing Date providing for (iia) provide an annual incentive compensation opportunity that is a position substantially comparable to the Applicable Employeeemployee’s annual incentive compensation opportunity position as of immediately prior to the Closing Date; provided that , (b) base salary no less than the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles employee’s base salary as of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Closing Date, (c) annual target bonus opportunity no less than the employee’s annual target bonus opportunity as of immediately prior to the Closing Date, and (d) from the Closing Date through December 31, 2013, otherwise comparable aggregate compensation (excluding base salary and annual bonus opportunity) to the aggregate compensation (excluding base salary and annual bonus opportunity) provided to similarly situated employees of Purchaser immediately prior to the Closing Date. For purposes of this Agreement, each of the Applicable Employees Each Designated Employee who affirmatively accepts Opco’s such offer of employment and commences working employment with the Purchaser or an Affiliate thereof on the Closing Date (or, for Opco Designated Employees who are on a leave of absence or other approved paid time off arrangement on the Closing Date (each a “Leave Employee”) and return to active employment not later than sixty (60) days after the Closing Date Date, immediately following such return to employment) shall become be hereinafter referred to as a “Transferred Employee” on provided, that no Leave Employee shall be a Transferred Employee until the latest date of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Leave Employee, an “Absent Employee”) and, as applicable, has not returned to ’s active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expirewith Purchaser or an Affiliate). Without limiting the foregoing, Seller and its Affiliates shall retain liability and responsibility for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable any Leave Employee until such employee becomes a Transferred Employee in accordance with the immediately preceding sentenceof Purchaser and for any Employee who does not become a Transferred Employee. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement Any offer made by Purchaser or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment an Affiliate thereof pursuant to this Section 5.5(a) will 6.02 shall be for employment-at-willcontingent on the recipient of such offer complying with all of Purchaser’s standard employment requirements, and Opco may terminate Purchaser and its Affiliates shall not be obligated to extend offers of employment to any Transferred Employee at any time individual who, following Purchaser’s standard pre-employment tests and for any reason following the applicable Transfer Datescreenings, does not meet Purchaser’s employment rules, standards or policies.

Offers of Employment. Prior (a) No later than the Closing Date, Seller shall provide Purchaser with access to personnel records, personnel files and such other information (excluding social security numbers and personal addresses), in each case with respect to the End Date Employees on the Employee List (other than the Non- Transferring Employees), as Purchaser may reasonably request, subject to applicable data privacy Laws. No later than three (3) Business Days after the Closing Date, Purchaser shall offer employment to, or cause its Affiliates to offer employment to, each Employee (other than the Non- Transferring Employees) (with such offers of employment to specify that they will expire if not accepted by such Employee within three (3) Business Days after the date the offer is made to such Employee), with such employment to be effective upon the termination of the Continued Employment Term (as defined in Exhibit A to the Transition Service Services Agreement), Opco shall make a written . Each Employee who accepts an offer of employment to each Applicable Employee, effective from Purchaser or its Affiliates and actually commences employment upon the termination of the Continued Employment Term is referred to herein as a “Transferred Employee” and the date any such Employee actually commences employment with Purchaser or one of its Affiliates is referred to herein as such individual’s “Transfer Date, .” Nothing herein shall be construed as a representation or guarantee by Seller that any particular Employee shall accept an offer of employment or shall continue in employment or service with Purchaser and its Affiliates following the applicable Transfer Date. (as defined below), which offer b) All offers of employment by Purchaser to the Employees pursuant to Section 7.01(a) shall (i) be at salary or hourly wage rates (as least at the case may be) not less than the same annual base salary or wage rates received rate, annual target short-term incentive opportunities, general position and location, in each case as provided by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity Seller immediately prior to the Closing Date; provided . Purchaser shall, and shall cause its Affiliates to, comply with all applicable Laws relating to the offers of employment to, and continuation of employment of, the Employees after the Closing. (c) Seller and Purchaser intend that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted transactions contemplated by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of including the Applicable Employees who affirmatively accepts Opco’s offer transfers of employment and commences working for Opco on of any Transferred Employees, shall not constitute a severance or after the Closing Date shall become a “termination of employment of any Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to or upon the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, applicable Transfer Date for purposes of this Agreementany severance or termination under any Benefit Plan, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as program, policy, agreement or arrangement of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance Seller or any of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-willits Affiliates, and Opco may terminate any that Transferred Employee at any time Employees shall have continuous and for any reason following uninterrupted employment immediately before and immediately after the applicable Transfer Date, and Purchaser shall, and shall cause its Affiliates to, comply with any requirements under applicable Law to ensure the same. Such offers shall be on terms sufficient to avoid contractual, statutory or common law severance or separation benefits or any other legally mandated payment obligations, other than where such severance or obligations are automatic.

Offers of Employment. Prior Seller shall update the Business Employee List and provide to Buyer the updated Business Employee List thirty (30) days prior to Closing, on the Closing Date, and within five (5) Business Days of Buyer’s reasonable written request. No later than ten (10) Business Days prior to the End Date Closing Date, Buyer shall offer employment on an at-will basis to be effective as of the Closing to each Offer Employee it designates in its sole discretion (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written individuals who accept such offer of employment and actually commence employment with Buyer or its Affiliate shall be referred to each Applicable Employeeherein, effective upon collectively with the employees who are employed by an Acquired Entity as of immediately prior to the Closing and the Automatic Transfer DateEmployees, the “Continuing Employees”). Seller will cooperate with any reasonable requests by Xxxxx in order to facilitate the offers of employment and delivery of such offers. Each offer made pursuant to this Section 5.12.1 shall initially provide for (as defined below), which offer shall (ia) be at base salary or hourly wage rates (rate, as the case may be) applicable, not less than the such Offer Employee’s base salary or hourly wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity rate as in effect immediately prior to the Closing Date; provided that the performance metrics applicable to any such , (b) annual target cash incentive compensation opportunity provided after opportunities (excluding any equity, equity-based, long-term incentive, change in control, transaction or retention opportunities), to the Closing Date may be adjusted by Opco in its sole discretionextent applicable, and (iii) be for employment at the same work location (or within 30 miles of such location) and that are substantially comparable, in the same or substantially similar positions aggregate, to those provided to such Offer Employee by Seller and with similar duties to the positions held by, and the duties performed by, the Applicable Employees its Subsidiaries immediately prior to the Transfer Closing Date. For purposes of this Agreement, each of to the Applicable Employees who affirmatively accepts Opco’s offer of extent applicable, and (c) other material employee benefits (including health, welfare, and retirement benefits but excluding equity or equity-based, long-term incentive, severance, retention, incentive, bonus, change in control, transaction, stock purchase plans, deferred compensation, post-employment welfare benefits and commences working for Opco on or after qualified and non-qualified defined benefit pension benefits) that are reasonably comparable, in the Closing Date shall become a “Transferred Employee” on aggregate, to the latest of employee benefits (including health, welfare, and retirement benefits subject to the same exclusions) provided to, as determined by Buyer in its discretion, (i) such Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, under the Plans set forth on Section 3.1.12(a) of the Seller Disclosure Schedules or (ii) similarly-situated employees of Buyer and its Affiliates. Until December 31, 2024 (or, if earlier, until the first Business Day relevant Continuing Employee’s termination of service following the End Date Closing), Buyer shall not, and shall cause its Affiliates not to, materially reduce, decrease or detrimentally change the terms and conditions of the employment of such Continuing Employees, in accordance with this Section 5.12.1 (except to the extent that similarly situated employees of Buyer and its Affiliates are similarly impacted by any such reduction, decrease or detrimental change). All such employment offers made by Buyer or its Affiliates to any Business Employee shall be subject to continued employment)such Offer Employee’s satisfaction of Buyer’s or its Affiliate’s customary pre-employment background check process and execution of standard employment documentation, including confidentiality and restrictive covenant agreements. Seller or its Subsidiaries will terminate or cause to be terminated the employment of (iiix) if such Applicable each Offer Employee is identified on Schedule 5.5(a)(ii) who accepts an offer of employment with Buyer or its Affiliate in accordance with this Section 5.12.1, effective as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment immediately prior to the End Date, the date on upon which such individual returns to active Offer Employee commences employment with Buyer or its Affiliate and (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s y) each Offer Employee who rejects an offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee with Buyer or its Affiliates in accordance with the immediately preceding sentence. Effective this Section 5.12.1, effective as of the first Business Day following Closing. For the End Dateavoidance of doubt, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance neither Buyer nor any of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), its Affiliates shall be made available required to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such make offers of employment pursuant to this Section 5.5(a) will all or any of the Offer Employees; and Seller and its Subsidiaries shall be for employment-at-will, and Opco may terminate any Transferred Employee at any time and responsible for any reason following the applicable Transfer Dateand all Liabilities relating to any Offer Employee who is not hired by Buyer or its Affiliates.

Offers of Employment. Prior The Purchaser Parent shall, at least four (4) Business Days before the Closing, offer at-will employment to all of the Employees identified to the End Purchaser Parent in the schedule of Employees referred to in Section 3.13 (as amended pursuant to Section 6.2(j)(i), if applicable) who are in good standing on the Closing Date (each, a “Closing Date Employee”), any such offer to be contingent upon the Closing. The Seller shall cooperate with the Purchaser Parent in connection with the foregoing. In addition, the Seller shall notify each Closing Date Employee in writing that his or her employment with the Seller will be terminated as defined in Exhibit A of immediately prior to the Transition Service Agreement), Opco shall make a written Effective Time. A Closing Date Employee who accepts such offer of employment to each Applicable will become a “Transferred Employee,” if at all, effective upon on or as of: (1) immediately after the Transfer Closing, if such Closing Date Employee is then actively at work; (2) immediately after the Closing Date, (as defined below)if such Closing Date Employee is absent from work on such date due to authorized vacation or jury duty and returns to active employment following the end of the vacation or the completion of jury duty, which offer shall (i) be at salary or hourly wage rates (as the case may be; or (3) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any date such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretionEmployee is able to perform the essential functions of his or her job and returns to active employment, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes case of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the a Closing Date shall become a “Transferred Employee” Employee who, on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject is absent from work due to continued employment)sick leave, short term disability, maternity leave, military leave or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on other authorized leave of absence (each such Applicable Employeewith a right to return to his or her job, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual and who returns to active employment (within the time required under the original terms and conditions applicable to such absence. Notwithstanding the foregoing, the Purchaser Parent shall not be obligated to hire any Closing Date Employee who fails to provide the Purchaser Parent documentation as required by applicable federal or state laws in connection with the commencement of such employment or who fails to pass any pre-employment background check required by the Purchaser Parent. In addition, after the Closing, the Purchaser Parent shall provide employee benefits to the Transferred Employees that are comparable in the aggregate to those provided such individual must return to active employment within six months similarly situated employees of the Purchaser Parent as of the Closing Date, otherwise and, where applicable, shall provide credit for service with the Seller for the purposes of eligibility and vesting (but not for benefit accrual) under the Purchaser Parent’s corresponding employee benefit plans and such individual’s offer credit for the Seller service shall also be given for the purpose of employment will automatically expire)determining the amount of vacation Transferred Employees may take after the Closing Date. Without limiting Notwithstanding the foregoing, nothing in this Section 7.8 shall be construed to require any duplication of benefits. This Section 7.8 shall not be deemed to prohibit the Purchaser Parent from amending, modifying, replacing or terminating such arrangements in accordance with their terms or terminating any Closing Date Employee who is an employee at will. The Seller shall be responsible for purposes the payment of this Agreementall unused vacation, the “Transfer Date” shall mean bonuses and other compensation and benefits accrued by Transferred Employees prior to the date on which an Applicable Employee becomes they become Transferred Employees (including, without limitation, unused vacation time that was accrued by a Transferred Employee in accordance with while employed by a predecessor employer and that was assumed by the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior to the End Date (Closing, Purchaser shall offer no fewer than 200 Employees employment with Purchaser or one of Purchaser’s affiliates, commencing as defined of the Closing, in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity position that is comparable to the Applicable such Employee’s annual incentive compensation opportunity position immediately prior to the Closing Date; provided that (including level of responsibility, compensation, authority and location) on the performance metrics applicable terms set forth in this Article VI. The Employees so hired by Purchaser or one of Purchaser’s affiliates shall be referred to as “Transferred Employees”. With respect to any such annual incentive compensation opportunity provided after Employee who, as of the Closing Date may be adjusted by Opco in its sole discretionClosing, is on disability or other leave of absence, including any Employee who has a right to reemployment under the Uniformed Services Employment and Reemployment Rights Act, as amended, and any similar applicable Law (iii) be for a “Leave Employee”), Purchaser shall offer employment at with Purchaser or one of Purchaser’s affiliates commencing on such date as the same work location (Employee’s disability leave of absence or within 30 miles of military leave ends, in a position that is comparable to such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees Employee’s position immediately prior to the Transfer Datecommencement of such leave (including level of responsibility, compensation, authority and location) on the terms set forth in this Article VI, and otherwise in compliance with applicable Law. For purposes Each Employee hired by Purchaser or one of Purchaser’s affiliates under the preceding sentence shall be referred to as a “Delayed Transferred Employee”. Seller has provided a list of all employees on a leave of absence (other than permanent leave) as of the date of this Agreement, each and Seller agrees to update such list at Purchaser’s reasonable request. A Delayed Transferred Employee shall become a Transferred Employee as of the Applicable commencement of such Delayed Transferred Employee’s employment with Purchaser or one of Purchaser’s affiliates, but shall prior to such time remain an Employee of Seller. Throughout this Agreement, all references to events that take place with respect to Transferred Employees who affirmatively accepts Opcoas of the Closing shall take place with respect to a Delayed Transferred Employee as of such Delayed Transferred Employee’s commencement of employment with Purchaser or one of Purchaser’s affiliates. Nothing herein shall be construed (a) as a representation or guarantee by Seller or any of its affiliates that some or all of the Employees will accept the offer of employment and commences working for Opco on from Purchaser or after one of Purchaser’s affiliates or will continue in employment with Purchaser or one of Purchaser’s affiliates following the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(iib) as on disability (long term amending or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee expanding in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for any manner Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateGuild Contract.

Offers of Employment. Prior Buyer shall offer to employ all of the Employees who are listed in Schedule 4.11, with such employment to be effective, if accepted, (i) as of the Effective Time with respect to such active Employees or (ii) as of the employee’s return to work with respect to those Employees on leave or reinstated as a result of an arbitration award or the Memorandum of Understanding entered into by Seller and UFCW, Local 617 dated February 22, 2006, provided the employee returns to work within 365 days immediately following the Effective Time. Such offers of employment to Salaried Employees shall be on terms and conditions that are reasonably comparable to the End Date terms and conditions of employment of similarly situated employees of Buyer; provided, however, that (x) for a period of twelve (12) months following the Effective Time, salary levels and (y) through December 31, 2006, bonus opportunities (as defined determined under Seller’s VERC, a copy of which has been provided to Buyer), shall in Exhibit A each case be no less favorable to such Salaried Employees than were available to such Salaried Employees immediately prior to the Effective Time. In addition, as of the Effective Time and through December 31, 2006, Buyer shall make available to the Salaried Employees medical, vision (at a cost no greater than 50% of the monthly premium charged to similarly situated employees of Buyer) and dental plans substantially comparable to the medical, vision and dental plans that Seller made available to the Salaried Employees immediately prior to the Effective Time (excluding welfare benefits for retired employees); provided, however, that Buyer shall have no obligation to make available to the Salaried Employees a medical, vision or dental plan comparable to the Aetna HealthFund Health Reimbursement Arrangement plan maintained by Seller; and further provided that to the extent that medical, vision and dental benefits are provided to Salaried Employees pursuant to the Transition Service Agreement), Opco Buyer will be deemed to be in compliance with the requirements of this sentence. Nothing herein shall make a written require Buyer to offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary an equity-based compensation plan or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable program to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer DateEmployee. For purposes of this Agreement, each of the Applicable Employees Any Employee who affirmatively accepts OpcoBuyer’s offer of employment and commences working for Opco on or after the Closing Date shall become be referred to herein as a “Transferred Employee” on and will be terminated by Seller at the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned Effective Time with respect to active Employees or as of the employee’s return to work with respect to Employees on leave. Except as provided below, Buyer will provide Transferred Hourly Employees with such terms and conditions of employment as are provided under the terms of the applicable Collective Bargaining Agreement as of immediately prior to the End DateEffective Time; provided, however, that to the date on which extent that welfare benefits are provided to Hourly Employees pursuant to the Transition Service Agreement, Buyer will be deemed to be in compliance with the requirements of this sentence. This Section 9.2(a) shall not be construed as guaranteeing employment to any particular Employee or Transferred Employee or require that the employment of any Transferred Employee by Buyer be for any specific period of time. Seller shall support fully Buyer’s efforts to employ Employees and shall cooperate fully with Buyer in facilitating the making of such individual returns offers to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire)Employees. Without limiting the foregoing, for purposes of this AgreementSeller shall not, from the date hereof, offer any material inducements, transfers or promotions or other business opportunities to any Employee, the “Transfer Date” shall mean acceptance of which would result in such individual ceasing to perform substantially all of his or her services for the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateBusiness.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as 58 defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco Purchaser or an Affiliate of Purchaser shall make a written offer offers of employment (which shall be contingent on the occurrence of the Closing and which shall be effective as of the Closing Date or as of such later date as expressly provided under Section 10.1(c) for the commencement of employment with Purchaser (the "EMPLOYMENT DATE")) to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as all represented Business Employees listed on the case may beupdated SCHEDULE 10.1(a) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, and (ii) provide an the non-represented Business Employees identified by Purchaser on a written list provided to Vulcan no later than ninety (90) days following the date hereof. Purchaser shall offer each Business Employee identified in the preceding sentence employment (A) in a position requiring substantially comparable skills and abilities as such Business Employee's position with Vulcan requires, (B) with annual incentive compensation opportunity that base salary, or monthly, weekly or hourly rate of pay, which is comparable equal to the Applicable such Business Employee’s 's annual incentive compensation opportunity base salary, or monthly, weekly or hourly rate of pay, as applicable, with Vulcan as of immediately prior to the Closing Date; provided that , and an opportunity for incentive pay under the performance metrics applicable to any such annual incentive compensation opportunity programs provided after the Closing Date may be adjusted by Opco Purchaser and its Affiliates to their similarly situated (based on position and responsibilities, location and rate of compensation) employees, (C) with a work status (full- or part-time, including number of hours per week worked) that is not changed from that in effect with Vulcan or its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees Affiliates immediately prior to the Transfer DateClosing Date and (D) with the same employee benefit plans and policies as applicable to similarly situated employees of Purchaser and its Affiliates (except as otherwise specifically provided in this SECTION 10.1). For purposes Notwithstanding anything in this Agreement to the contrary, employment of this Agreement, each of the Applicable Business Employees who affirmatively accepts Opco’s offer are covered by a Collective Bargaining Agreement shall in all events be in accordance with the terms and conditions of employment and commences working for Opco on or after such agreements, with such administrative modifications (as agreed by the union) as may be required to reflect the fact that as of the Closing Date the Purchaser (or its appropriate Affiliate) shall become a “be the employer party to such Collective Bargaining Agreements and such other changes (as agreed by the union) as are necessary to reflect that benefits will be provided under Purchaser's (or its appropriate Affiliate's) plans. Further, nothing in this Agreement shall require or be construed or interpreted as requiring Purchaser or an Affiliate of Purchaser to continue the employment of any of their employees (including Transferred Employee” on the latest of (iBusiness Employees) following the Closing Date, (ii) or to prevent Purchaser or an Affiliate of Purchaser from changing the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave terms and conditions of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months including compensation and benefits) of any of their employees (including Transferred Business Employees) following the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective subject to Purchaser's obligations under this Agreement or the Transition Service Agreement SECTIONS 10.1(f) and (each such Applicable Employee, a “Necessary Employee”j), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. (a) Prior to the End Date (as defined Closing Date, Seller shall update, in Exhibit A consultation with the Purchaser, Section 3.21 of the Disclosure Schedule to reflect only new hires and terminations of employment between the date hereof and the fifth Business Day prior to the Transition Service Agreement)Closing Date. On or prior to the Closing Date, Opco Purchaser shall, or shall make a written cause one of the Purchaser Subsidiaries to, offer of employment to each Applicable Employeeemployment, effective upon the Transfer DateClosing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received each such Employee employed by the Applicable Employees immediately Business in the United States prior to closing, a “Business Employee”) who is on the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) is actively employed on such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the Closing Date, “Current Employees”) or (ii) is absent from work due to short or long-term disability or an authorized leave of absence, in each case effective as of the first Business Day following expiration of the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave period of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary EmployeeLeave Employees”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to Current Employees and Leave Employees shall provide for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the case of Current Employees, immediately upon the Closing, and in the case of Leave Employees, upon the expiration of the period of absence. The offers of employment by Purchaser shall be at salary or wage and benefit levels that, in the aggregate of and considering the Current Employees and Leave Employees as a group, are comparable to the terms and conditions of employment applicable to such employees on the date of this Agreement. Each Business Employee who accepts Purchaser’s or one of its Subsidiary’s offer of employment shall be referred to herein as a “Purchaser Employee” and shall enter into such agreements as requested by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisions. (b) Seller hereby agrees to use commercially reasonable efforts, and to cause each Selling Subsidiary to use commercially reasonable efforts, to assist Purchaser in making offers to and hiring any of the Current Employees or Leave Employees. In addition, Seller and its Subsidiaries will encourage each of the Current Employees and Leave Employees to accept employment with Purchaser on the terms provided. Without limiting the generality of the foregoing, Seller agrees to use commercially reasonable efforts after the date hereof to afford Purchaser reasonable opportunities during regular business hours to review employment and personnel records of the Current Employees and Leave Employees (subject to compliance with all confidentiality and data protection obligations of Seller and the Selling Subsidiaries), to interview Current Employees and Leave Employees to discuss with such Current Employees and Leave Employees or their representatives terms and conditions of employment with Purchaser as of the Closing Date and to distribute to such Current Employees and Leave Employees forms and documents relating to employment with Purchaser; provided, that any communications by the Purchaser to the Current Employees and Leave Employees are subject Back to Contents to review and comment by Seller. Seller shall not take, and shall cause each of its Subsidiaries not to take, any action that would impede, hinder, interfere or otherwise compete with Purchaser’s effort to hire any Current Employees or Leave Employees. (c) No employment-related liabilities arising up to the Closing or at Closing as a result of the transactions contemplated under this Agreement and the Ancillary Agreements with respect to any Purchaser Employees or Business Employees of Seller or any Selling Subsidiary or any of their respective beneficiaries shall be assigned to or assumed by Purchaser. Seller undertakes to pay each Purchaser Employee or Business Employees any and all salary and other employment benefits due to such Purchaser Employees or Business Employees up to Closing, including any payments with respect to severance or prior notice of termination. Employment-related liabilities arising prior to Closing for the purposes of this Section 5.5(a6.1(c) will be for employment-at-willshall include, and Opco may terminate without limitation, (i) any Transferred Employee liabilities arising from the termination of Purchaser Employees or Business Employees by Seller or any Subsidiary, (ii) any payments due to any Purchaser Employees or Business Employees or their respective beneficiaries at any time pursuant to any retention bonus arrangement or severance program or similar arrangement to which Seller or any Selling Subsidiary is a party that is in effect on or prior to the Closing, (iii) any and for all obligations under any reason following Benefit Plan, (iv) any and all expense liabilities incurred by Purchaser Employees and Business Employees or their respective beneficiaries up to Closing under the applicable Transfer DateBenefit Plans, (v) any and all liabilities arising from the failure to provide continuation coverage required by Section 4980B of the Code due to qualifying events with respect to Purchaser Employees, Business Employees or their respective beneficiaries that occur on or before the Closing, (vi) any and all workers’ compensation and other similar statutory claims asserted by or with respect to any Purchaser Employees, Business Employees or their respective beneficiaries in respect of any injury or other compensable event or occupational illness or disease that occurred or is attributable to any event, state of facts or conditions that existed or occurred in whole on or prior to the Closing (collectively, the “Seller Employment Related Liabilities”), each of which Seller Employment Related Liabilities are all Excluded Liabilities. For the avoidance of doubt any reference to employees within this section 6.1(c) shall exclude reference to any Employees of the Business in the UK. (d) All employment-related liabilities arising after Closing with respect to any Purchaser Employees shall be the responsibility of the Purchaser (the “Purchaser Employment Related Liabilities”).

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co- payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior Effective as of the Termination Date, the Buyer shall offer at-will employment to all of the employees listed on Exhibit K (which shall be updated through the Termination Date, subject to the End Buyer’s reasonable approval thereof) who are in good standing on the Termination Date (as defined each, a “Termination Date Employee”), contingent upon the Closing, for at least the same rate of base salary, wages and/or commissions and the same job position in Exhibit A effect immediately prior to the Transition Service AgreementTermination Date. A Termination Date Employee will become an employee of the Buyer (a “Transferred Employee”), Opco shall make a written offer of employment to each Applicable Employeeif at all, effective upon on or as of: (1) the Transfer Termination Date, if such Termination Date Employee is then actively at work; (as defined below)2) the Termination Date, which offer shall (i) be at salary if such Termination Date Employee is absent from work on such date due to authorized vacation, jury duty or hourly wage rates (other authorized temporary leave of absence and returns to active employment following the end of the vacation or leave of absence or the completion of jury duty, as the case may be; or (3) not less than the salary or wage rates received by date such Termination Date Employee returns to active employment, in the Applicable Employees immediately prior to case of a Termination Date Employee who, on the Transfer Termination Date, (ii) provide an annual incentive compensation opportunity that is comparable absent from work due to the Applicable Employee’s annual incentive compensation opportunity immediately prior maternity leave, military leave or long term disability with a right to the Closing Date; provided that the performance metrics applicable return to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretionhis or her job, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided within the time required under the original terms and conditions applicable to such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire)absence. Without limiting Notwithstanding the foregoing, for purposes of this Agreement, the “Transfer Date” Buyer shall mean not be obligated to hire any Termination Date Employee who fails to provide the date on which an Applicable Employee becomes a Transferred Employee Buyer documentation as required by applicable federal or state laws in accordance connection with the immediately preceding sentence. Effective as commencement of such employment or who fails to pass the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for SellerBuyer’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of pre-employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Datebackground check.

Offers of Employment. Prior Each Employee who is not an Automatic Transferred Employee is referred to the End Date (herein as defined in Exhibit A to the Transition Service Agreement)an “Offer Employee”. Buyer shall, Opco or shall cause a Buyer Corporation to, make a written an offer of employment to each Applicable Employee, effective upon the Transfer Date, such Offer Employee (as defined below), which offer shall may be of at-will employment to the extent permitted by applicable Law) in accordance with the provisions of this Article 8, at least fifteen (i15) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately days prior to the Closing Date (or such longer period required by applicable Law, the terms of any applicable Union Contract or to avoid statutory, contractual, common law or other severance obligations, including any compensation or benefits payable during a termination notice period), with such employment to be effective as of the Closing (or such later date as provided in Section 8.5); provided that, in the case of any Excepted Jurisdictions, the foregoing shall be subject to the applicable Excepted Selling Corporations having received and accepted the terms of their respective Local Offer Letters and executing the Business Transfer Date, (ii) provide an annual incentive compensation opportunity Documents. Any such offer of employment shall be for a position that is comparable to the Applicable Employee’s annual incentive compensation opportunity type of position held by such Offer Employee immediately prior to the Closing Date; provided , at a geographic location that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and is within fifty (iii50) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees Offer Employee’s place of work immediately prior to the Transfer Closing Date, and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is unavoidable pursuant to applicable Law or the terms of any applicable Union Contract, and shall otherwise comply in all respects with applicable Law. For purposes of this Agreement, each of the Applicable Employees Each such Offer Employee who affirmatively accepts Opco’s such offer of employment and commences working for Opco on from Buyer or after the Closing Date shall become a Buyer Corporation, including any Offer Inactive Employee (as defined below) who accepts an offer of employment from Buyer or a Buyer Corporation described in Section 8.5, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), ”. Except as otherwise specifically provided in this Article 8 or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Dateextent required by applicable Law, effective as of the Effective Time (or such later date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance commences employment with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement Buyer or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”Buyer Corporation), the Transferred Employees shall be made available to Seller at the sole expense cease all active participation in and accrual of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations benefits under the Transition Service Agreement. All Seller Benefit Plans, other than any such offers of employment pursuant plan that is sponsored, maintained, contributed to this Section 5.5(a) will or required to be for employment-at-will, and Opco may terminate contributed to by any Transferred Employee at any time and for any reason following the applicable Transfer DateEntity.

Offers of Employment. (a) Prior to the End Date (as defined Closing Date, Seller shall update, in Exhibit A consultation with the Purchaser, Section 3.21 of the Disclosure Schedule to reflect only new hires and terminations of employment between the date hereof and the fifth Business Day prior to the Transition Service Agreement)Closing Date. On or prior to the Closing Date, Opco Purchaser shall, or shall make a written cause one of the Purchaser Subsidiaries to, offer of employment to each Applicable Employeeemployment, effective upon the Transfer DateClosing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received each such Employee employed by the Applicable Employees immediately Business in the United States prior to closing, a “Business Employee”) who is on the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) is actively employed on such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the Closing Date, “Current Employees”) or (ii) is absent from work due to short or long-term disability or an authorized leave of absence, in each case effective as of the first Business Day following expiration of the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave period of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary EmployeeLeave Employees”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to Current Employees and Leave Employees shall provide for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the case of Current Employees, immediately upon the Closing, and in the case of Leave Employees, upon the expiration of the period of absence. The offers of employment by Purchaser shall be at salary or wage and benefit levels that, in the aggregate of and considering the Current Employees and Leave Employees as a group, are comparable to the terms and conditions of employment applicable to such employees on the date of this Agreement. Each Business Employee who accepts Purchaser’s or one of its Subsidiary’s offer of employment shall be referred to herein as a “Purchaser Employee” and shall enter into such agreements as requested by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisions. (b) Seller hereby agrees to use commercially reasonable efforts, and to cause each Selling Subsidiary to use commercially reasonable efforts, to assist Purchaser in making offers to and hiring any of the Current Employees or Leave Employees. In addition, Seller and its Subsidiaries will encourage each of the Current Employees and Leave Employees to accept employment with Purchaser on the terms provided. Without limiting the generality of the foregoing, Seller agrees to use commercially reasonable efforts after the date hereof to afford Purchaser reasonable opportunities during regular business hours to review employment and personnel records of the Current Employees and Leave Employees (subject to compliance with all confidentiality and data protection obligations of Seller and the Selling Subsidiaries), to interview Current Employees and Leave Employees to discuss with such Current Employees and Leave Employees or their representatives terms and Back to Contents conditions of employment with Purchaser as of the Closing Date and to distribute to such Current Employees and Leave Employees forms and documents relating to employment with Purchaser; provided, that any communications by the Purchaser to the Current Employees and Leave Employees are subject to review and comment by Seller. Seller shall not take, and shall cause each of its Subsidiaries not to take, any action that would impede, hinder, interfere or otherwise compete with Purchaser’s effort to hire any Current Employees or Leave Employees. (c) No employment-related liabilities arising up to the Closing or at Closing as a result of the transactions contemplated under this Agreement and the Ancillary Agreements with respect to any Purchaser Employees or Business Employees of Seller or any Selling Subsidiary or any of their respective beneficiaries shall be assigned to or assumed by Purchaser. Seller undertakes to pay each Purchaser Employee or Business Employees any and all salary and other employment benefits due to such Purchaser Employees or Business Employees up to Closing, including any payments with respect to severance or prior notice of termination. Employment-related liabilities arising prior to Closing for the purposes of this Section 5.5(a6.1(c) will be for employment-at-willshall include, and Opco may terminate without limitation, (i) any Transferred Employee liabilities arising from the termination of Purchaser Employees or Business Employees by Seller or any Subsidiary, (ii) any payments due to any Purchaser Employees or Business Employees or their respective beneficiaries at any time pursuant to any retention bonus arrangement or severance program or similar arrangement to which Seller or any Selling Subsidiary is a party that is in effect on or prior to the Closing, (iii) any and for all obligations under any reason following Benefit Plan, (iv) any and all expense liabilities incurred by Purchaser Employees and Business Employees or their respective beneficiaries up to Closing under the applicable Transfer DateBenefit Plans, (v) any and all liabilities arising from the failure to provide continuation coverage required by Section 4980B of the Code due to qualifying events with respect to Purchaser Employees, Business Employees or their respective beneficiaries that occur on or before the Closing, (vi) any and all workers’ compensation and other similar statutory claims asserted by or with respect to any Purchaser Employees, Business Employees or their respective beneficiaries in respect of any injury or other compensable event or occupational illness or disease that occurred or is attributable to any event, state of facts or conditions that existed or occurred in whole on or prior to the Closing (collectively, the “Seller Employment Related Liabilities”), each of which Seller Employment Related Liabilities are all Excluded Liabilities. For the avoidance of doubt any reference to employees within this section 6.1(c) shall exclude reference to any Employees of the Business in the UK. (d) All employment-related liabilities arising after Closing with respect to any Purchaser Employees shall be the responsibility of the Purchaser (the “Purchaser Employment Related Liabilities”).

Offers of Employment. Prior Seller shall terminate the employment of Employees as follows: (x) the Employees who are subject to the End Date (as defined in Exhibit A Collective Bargaining Agreement, immediately prior to the Closing, and (y) all other Employees who are employees of the Seller classified as a leased employee under the Transition Service AgreementServices Agreement (“Leased Employees”) on the close of business on December 31, 2014 (such Employees described in (x) and (y) are referred to as the “Subject Employees”). Purchaser shall (i) on October 1, 2014 immediately employ the Subject Employees who are subject to the Collective Bargaining Agreement (the “Union Employees”) on the terms and conditions set forth in such agreement, and assume the Assumed Union Benefit Plans applicable to such Union Employees, and (ii) at least two (2) Business Days prior to December 31, 2014 (the “Leased Employee Termination Date”), Opco shall make unless otherwise agreed to by the Seller and the Purchaser before or after the Closing Date, extend a written offer of employment to be effective on the Leased Employee Termination Date to each Applicable Employeeof the Leased Employees who is an employee of the Seller and then being leased by the Purchaser from the Seller under the Transition Services Agreement at a level and with responsibilities that, effective upon as determined exclusively by the Transfer Purchaser, are substantially commensurate with their employment with Seller and at a wage or salary and other compensation substantially similar to the respective wages or salaries and other compensation specified for such Leased Employees on Section 3.16(a) of the Disclosure Schedule. The Union Employees, the Leased Employees who hereafter are extended and accept offers of employment with Purchaser after the Closing Date on the Leased Employee Termination Date, (and the two Management Employees are referred to as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable “Hired Employees.” Nothing in this section guarantees such Hired Employee’s annual incentive employment with the Purchaser for any period of time except as hereinafter provided in Section 5.2(b) below, or if hired by Purchaser, alters a Hired Employee’s status as an at will employee, except as provided in the Collective Bargaining Agreement or the Employment Offers. Except as specifically provided herein or in the Transition Services Agreement, Purchaser shall not be liable for any of Seller’s liabilities or obligations to Seller’s employees (including the Employees) or arising as a result of any termination of such Seller’s employees, including but not limited to wages, bonuses, benefits, retirement, commissions, deferred compensation opportunity immediately or stay on payments including those that have accrued prior to the Closing or the Leased Employee Termination Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior (a) As soon as practical after execution of this Agreement (the “Execution Date”), Seller will provide Buyer a list of those of Seller’s employees who have directly supported Seller’s operation of the Assets and who Seller does not expect to offer employment in Seller’s other operations. Such listed employees are referred to herein as the “Prospective Employees”. Buyer shall then be afforded an opportunity to interview and consider for employment with Buyer those of the Prospective Employees who consent to be interviewed by Buyer for potential employment. Upon completion of its interview and evaluation process, Buyer shall make employment offers to those of the Prospective Employees whom Buyer wishes to employ in its ongoing operations. (b) Buyer’s employment offers to Prospective Employees shall be made in writing during a “hiring period” beginning on the Execution Date and ending two weeks prior to the End scheduled Closing Date. Buyer may require each Prospective Employee to submit a formal application for employment and submit to Buyer’s customary hiring procedures. Each such employment offer shall be for a position with Buyer at a salary or wage that is no less than the base salary (or the base wage rate) plus any shift, incentive or piece-rate differentials applicable with respect to such Prospective Employee on the Closing Date (“Equivalent Wage”). Equivalent Wage shall not include the value of any benefit plan or program, including without limitation, the ChevronTexaco Success Sharing Program and/or Management Incentive Plan, or any other company incentive program in effect as defined in Exhibit A of the Closing Date. Each such employment offer shall also be for a position at a work location that is fifty miles or less from the Prospective Employee’s work location at the time of the offer. (c) Such employment offers shall provide that employment with the Buyer shall commence on the first day immediately following the Closing Date (“General Hire Date”) and shall be conditioned upon Closing. Notwithstanding the foregoing, Buyer shall have no obligation under this Agreement to employ any Prospective Employee who accepts its employment offer but does not actively report for work with Buyer on the Transition Service Agreement)General Hire Date, Opco shall make a written offer of employment to each Applicable Employeeunless (1) such Employee is on vacation, effective scheduled time off, or other similar Seller-approved absence and commences active work with Buyer upon the Transfer termination of such approved absence; or (2) such Employee is absent from work due to illness or injury and reports for active work with Buyer within thirty days after the General Hire Date, (as defined below), which offer shall . (i) be at salary Any Prospective Employee selected by Buyer who has accepted his or hourly wage rates (her employment offer but is on vacation, scheduled time off, or on other Seller-approved absence on the General Hire Date shall become the Buyer’s employee, as applicable, on the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer General Hire Date, . (ii) provide an annual incentive compensation opportunity that Any Prospective Employee who accepts Buyer’s employment offer but is comparable absent from work due to illness or injury, and who reports for active work with Buyer within thirty days after the Applicable EmployeeGeneral Hire Date, shall become the Buyer’s annual incentive compensation opportunity immediately prior employee upon reporting for active work. (iii) Any Prospective Employee who accepts Buyer’s offer for employment but who fails to report for work in accordance with this Section 9.1 (c) shall not become Buyer’s employee for any purpose under this Agreement. (d) Seller will terminate the employment of all Prospective Employees who accept Buyer’s employment offers on the Closing Date, provided Seller will terminate the employment of any Prospective Employee described in clause (c)(ii) above effective on the earlier of the day immediately before reporting for work with Buyer or thirty days after the General Hire Date. Prospective Employees who become Buyer’s employees as of the General Hire Date (or, in the case of Employees described in clause (c)(ii) above, within thirty days after the General Hire Date), are the “Affected Employees.” Prospective Employees who do not become Affected Employees are “Remaining Employees.” (e) Nothing in this Agreement shall affect Buyer’s right to terminate the employment of any Affected Employee on or after the date he or she becomes Buyer’s employee, with or without cause; provided that Buyer shall comply with the performance metrics applicable terms of the severance program required by Section 9.4.2 below if such termination is prior to one year after the General Hire Date. (f) Buyer shall control and be responsible for the process by which the Buyer offers employment to Prospective Employees. Buyer may interview any Prospective Employee during normal working hours (including interviews on site) consistent with the operating requirements of Seller and, with the written permission of the Prospective Employee (a copy of which written permission shall be furnished to Buyer), may review and retain copies of such annual incentive compensation opportunity provided Prospective Employee’s training, attendance and safety records (if any) maintained by Seller. All of the original personnel records maintained by Seller relating to the Prospective Employees shall remain with Seller after the Closing Date and shall not be turned over to Buyer. Buyer shall, however, have access to and use of such records as may be adjusted by Opco required in its sole discretionconnection with the prosecution or defense of any administrative or court claim, and (iii) be for employment at the same work location (or within 30 miles of Seller shall not destroy any such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately records prior to the Transfer Date. For purposes time such records are scheduled for destruction pursuant to Seller’s records retention policy applicable to records of this Agreement, each of type. (g) Buyer shall not reduce an Affected Employee’s salary (or wage rate) below the Applicable Employees who affirmatively accepts OpcoAffected Employee’s offer of employment and commences working for Opco on or Equivalent Wage prior to one year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer General Hire Date.

Offers of Employment. Prior to the End Date (No later than ten Business Days prior to, and effective as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to and contingent upon the Transfer DateClosing, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for Purchaser shall offer employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) commencing as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individualto each Industrial Wood Employee on terms and conditions consistent with this Section 5.6. Each Industrial Wood Employee and Delayed Transfer Industrial Wood Employee who accepts Purchaser’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a5.6(a) will shall be referred to herein as a “Transferred Industrial Wood Employee.” With respect to each Transferred Industrial Wood Employee, Purchaser shall maintain, for employment-at-willthe period of at least 12 months immediately following the Closing Date (the “Continuation Period”) (i) an annual base salary or wage rate, and Opco may terminate target and maximum short-term annual incentive compensation opportunities that, in each case, are no less than those provided to such Transferred Industrial Wood Employee immediately prior to the Closing Date and (ii) employee benefits (excluding pension and stock purchase plan benefits) that are comparable in the aggregate to those provided to such Transferred Industrial Wood Employee immediately prior to the Closing Date as set forth on Section 5.6(a) of the Seller Disclosure Schedules; provided that, notwithstanding the foregoing, Purchaser shall provide each Transferred Industrial Wood Employee the following benefits under the Purchaser 401(k) Plan, or to the extent such contributions exceed the then-current contribution levels in the Purchaser 401(k) Plan, with the cash equal to: (A) during the Continuation Period, a non-discretionary matching contribution opportunity no less favorable than that in effect for such Transferred Industrial Wood Employee immediately prior to the Closing Date under the applicable 401(k) plan maintained by Parent or any Transferred Employee at any time of its Subsidiaries (including Seller or its Subsidiaries) (a “Parent 401(k) Plan”), and (B) a profit sharing contribution in respect of calendar year 2017 based on a percentage of eligible compensation equal to 8%(up to applicable IRS 401(k) plan compensation limits). Purchaser shall offer employment commencing as of the date of return to work for any reason following the applicable Delayed Transfer DateIndustrial Wood Employee.

Offers of Employment. Prior Schedule 5.4(a) sets forth the Employees (the “Potential Employees”). Buyer shall make formal offers of employment to the End Potential Employees no later than the date next-following the Closing Date (as defined in Exhibit A to the Transition Service Agreement“Offer Date”), Opco shall make a written with such offers to remain open until the close of business, Dallas, TX local time, on Monday, January 26, 2015. Each such offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall provide for employment (i) be at a base salary or hourly wage rates (as the case may be) not rate that is no less than the base salary or wage rates received by the Applicable Employees immediately prior rate, as applicable, provided to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity such Potential Employee immediately prior to the Closing Date; as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room, (ii) at an annual cash bonus incentive opportunity that is no less favorable than that provided to such Potential Employee by Sellers for calendar year 2014 as set forth in a schedule previously provided to Buyer in folder VIII in the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, virtual data room and (iii) be for in a position reasonably commensurate with such Potential Employee’s skill set as determined by Buyer in good faith. The Sellers shall cooperate with and use their commercially reasonable efforts to make such Potential Employees accessible to Buyer. With respect to each Employee that accepts an offer of employment at with Buyer or its Affiliates, whether upon or following the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed byClosing, the Applicable Employees Sellers shall terminate for all purposes (including under all Seller Plans) the employment of each such Employee, effective (i) immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Closing for those Employees who affirmatively accepts Opco’s offer of commence employment with Buyer or its Affiliates at Closing, and (ii) immediately prior to commencing employment with Buyer or its Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each Employee who so commences working for Opco on employment with Buyer or after an Affiliate thereof, whether upon or following the Closing Date Closing, shall become hereinafter be referred to as a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateClosing.

Offers of Employment. Prior (a) Buyer will offer employment to each Eligible Employee, effective and contingent upon the consummation of the Closing by which the Assets and Assumed Liabilities of the Acquired Location or Partially Acquired Location at which such Eligible Employee is primarily employed or located are assigned and assumed by Buyer, and contingent upon such Eligible Employee's continuing employment with Seller at such Acquired Location or Partially Acquired Location up to and on the relevant Closing Date, and further contingent upon the relevant Employee's execution and delivery of a Statement of Intention on or prior to the End Date relevant Closing Date. The offered employment shall in each case be at a base wage, salary or draw equal to or greater than such Employee's base wage, salary or draw in effect with Seller as of the date hereof. Eligible Employees who (as defined 1) execute and deliver to Buyer and Seller their respective Statements of Intention (including execution and delivery of the release in favor of Seller included in Exhibit A thereto), at or prior to the Transition Service Agreementrelevant Closing on the Assets and Assumed Liabilities of the Acquired Locations or Partially Acquired Locations at which they are primarily employed or located, and (2) are employed by Seller as of the relevant Closing at an Acquired Location or Partially Acquired Location with respect to which Buyer has acquired Assets and Assumed Liabilities related to such Business Location at such Closing, are referred to in this Agreement as "Transferred Employees." It is understood that Buyer's expressed intention to extend offers of employment or continued employment as set forth in this Section 10.1 shall not constitute any commitment, contract or understanding (expressed or implied) or any obligation on the part of Buyer to a post‑Closing employment relationship of any fixed term or duration or upon any terms or conditions other than in respect of the rate of base pay required by the second sentence of this Section 10.1(a), Opco shall make a written offer the other provisions of employment to each Applicable Employeethis Section 10, effective upon and the Transfer Dateterms specifically set forth in the relevant Statement of Intention; provided, (as defined below)however, which offer shall that from the relevant Closing Date through the first anniversary of the relevant Closing Date affecting such Transferred Employees, (i) Buyer shall provide, or shall cause to be at salary or hourly wage rates provided, to Transferred Employees, as a group, compensation and benefits (as including the case opportunity to earn commissions and bonuses) that are no less favorable than those provided to similarly situated employees of Buyer, and (ii) Buyer may be) not less than reduce the salary or wage rates received base pay of any Transferred Employee who remains employed with Buyer from the base pay required by the Applicable second sentence of this Section 10.1(a). Employment offered by Buyer is "at will" and such employment may be terminated by Buyer or by an employee at any time for any reason (subject to any written commitments to the contrary made by Buyer or an employee and legal requirements). Except as otherwise provided above in this Section 10.1, nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Transferred Employees immediately after the relevant Closing or to change adversely or favorably the title, powers, duties, responsibilities, locations, salaries, or other compensation or terms or conditions of employment of such employees. Without the prior written consent of Seller, Buyer shall not hire any Employee who does not execute and deliver a Statement of Intention prior to the Transfer relevant Closing Date. For purposes hereof, the relevant Closing or Closing Date with respect to a Transferred Employee shall be the Closing or the Closing Date at or on which the Branch Assets and Branch Liabilities of the Acquired Location or Partially Acquired Location at which such Employee is primarily employed or located are acquired and assumed by Buyer. (iib) Buyer shall provide Transferred Employees with the replacement equity awards, loans, "top-off or other bonuses and/or other retention consideration (collectively, the "Retention Incentives") as further described in Exhibit H hereto. (c) Buyer shall cause Transferred Employees to execute and deliver to each of Seller and Buyer promptly following the relevant Closing (but in no event more than 5 business days following the relevant Closing), a written Transition and Release Agreement (an annual incentive compensation opportunity that is comparable "Employee Release"), in the form attached as Exhibit C to the Applicable Statement of Intention, waiving and releasing Seller, Buyer, their respective affiliates, and the respective directors, officers, employees, agents, representatives, successors and assigns of the foregoing, with respect to all claims, rights and causes of action that the relevant Transferred Employee had, has or may have in connection with, or as a result of, such Employee’s annual incentive 's compensation, benefits, termination or the transactions contemplated hereby (including under any benefits plans, programs, funds or policies of Seller or its affiliates). Buyer shall not pay, provide or deliver to any Transferred Employee any of the compensation opportunity or benefits identified in the relevant Statement of Intention as payable contingent upon a Transferred Employee's execution and delivery to Seller and Buyer of an Employee Release, unless and until such Employee Release has been executed and delivered as provided in the immediately preceding sentence. (d) Buyer shall be responsible for any liability under, or requirement of notice pursuant to, the WARN Act or any similar local law which arises out of or results from any termination of employment of Transferred Employees by Buyer or any of its affiliates after each Closing. Seller shall promptly notify Buyer of any termination of any Employees that occurs prior to the Closing Date; provided that the performance metrics applicable is reasonably likely to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties affect Buyer's obligation to provide notice pursuant to the positions held byWARN Act. Seller shall be responsible for any liability under, and the duties performed byor requirement of notice pursuant to, the Applicable Employees immediately prior to the Transfer Date. For purposes WARN Act or any similar local law which arises out of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer or results from any termination of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Dateany Employees prior to any Closing, and (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has any Employees who do not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a become Transferred Employee Employees in accordance connection with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Datetransactions contemplated hereby.

Offers of Employment. Prior On or prior to the End Effective Date (as defined in of this Agreement, the Company intends to enter into employment agreements with the individuals listed on Exhibit A to the Transition Service Agreementhereto (each a “Key Employee”), Opco shall and to make a written offer of employment to each Applicable individual listed on Exhibit B hereto (each, an “Offer Employee”). Each Key Employee who enters into such an employment agreement and a customary non-disparagement and release agreement with the Manager including provisions substantially similar to those set forth on Exhibit C (“Separation Agreement”), effective upon and each Offer Employee who accepts such offer of employment, shall become employed by the Transfer Company or one of its subsidiaries on or immediately following the Effective Date. The Company shall use its commercially reasonable best efforts to cause each Offer Employee to enter into customary non-disparagement and release agreements with the Manager including provisions substantially similar to the corresponding terms set forth in the Separation Agreements, to the extent any such Offer Employee is not already subject to similar agreements with the Manager. Pursuant to this Section 2.01, the Manager hereby acknowledges and agrees that (i) it shall not terminate any Key Employee or Offer Employee prior to the Effective Date (other than (a) for Cause (as defined below) and with written notice to the Company or (b) with the written consent of the Company, such consent not to be unreasonably delayed or withheld), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, and (ii) provide with respect to any Key Employee who enters into such an annual incentive compensation opportunity that is comparable employment agreement or Offer Employee who accepts such offer of employment, it will not seek to enforce any non-competition, non-solicitation or, except as set forth in the Separation Agreements, other post-employment restriction with respect to such Key Employee or Offer Employee under the Management Agreement or any employment or other service agreement, or otherwise seek to enjoin such individual from providing services to the Applicable Employee’s annual incentive compensation opportunity immediately Company or any of its affiliates following the Effective Date, or, in the case of any Key Employee or Offer Employee terminated for Cause, at any time prior to or following the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Effective Date. For purposes of this AgreementSection 2.01, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer DateCause” shall mean the date on employee’s (a) material misconduct as an employee of the Manager or the Company; (b) material violation of U.S. securities laws or any criminal conduct which is punishable as a felony or involving moral turpitude; (c) material violation of the Company’s or the Manager’s policies, including a material violation of the Manager’s Employee Handbook or Compliance Manual; (d) material breach of the terms of any applicable offer letter agreement or Confidentiality, Nonsolicitation and Inventions Agreement; (e) willful failure to perform his or her responsibilities as an Applicable Employee becomes a Transferred Employee employee of the Manager and/or the Company; (f) dishonesty, theft or misappropriation in accordance connection with the immediately preceding sentence. Effective as performance of his or her responsibilities to the first Business Day following Manager or the End DateCompany; or (g) act of bad faith, Opco agrees that self-dealing or breach of a fiduciary duty owed to the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance Manager, the Company or any of their respective obligations under this Agreement or the Transition Service Agreement affiliates, provided that for purposes of (each such Applicable Employee, a “Necessary Employee”a), (c), (d) and (e), Cause shall be made available only exist after the Manager notifies the employee in writing of such circumstances which it believes constitute Cause and the employee fails to Seller at cure such circumstances within fifteen days thereafter; and provided further that for purposes of (f) and (g), Cause shall only exist after the sole expense Manager notifies the employee in writing of Opco until such time as such Necessary Employee is no longer necessary for Seller circumstances which it believes constitute Cause and provides the employee with the opportunity to satisfy such obligations under explain his or her conduct. In order to constitute Cause, the Transition Service Agreement. All such offers Manager must notify the employee of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateCause event within thirty days of learning of the event that the Manager believes constitutes Cause.