Common use of Offers of Employment Clause in Contracts

Offers of Employment. (a) Prior to the Closing Date, Seller shall update, in 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 Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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.

Offers of Employment. No later than ten (a10) Prior Business Days prior to the Closing anticipated Employee Transfer Date, Seller shall update, in consultation with the Purchaser, Section 3.21 deliver to Buyer a list of the Disclosure expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect only new hires and terminations of employment between Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and the fifth Business Day prior to the Closing Date. On or Trigger Event, employee terminations after the date hereof and prior to the Closing DateTrigger Event in accordance with Section 5.1(b), Purchaser shall, or shall cause one of employee hires after the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately date hereof and prior to the Closing Date Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (i) is actively employed as defined below). Buyer shall offer “at will” employment to those Business Employees identified on such date or is absent from Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment due shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or (ii) is absent from work due to short or long-term disability or an authorized leave of absence, in each case Business Employee will be effective as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 AgreementEmployee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Purchaser’s or one of its SubsidiaryBuyer’s offer of employment shall be be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Purchaser Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall enter into remain responsible for all Liabilities associated with such agreements as requested by Purchaser, which may include customary invention assignment, confidential, non-solicitation Business Employee (including for the payment or provision of any compensation and non-competition provisionsbenefits).

Offers of Employment. (a) Prior to the Closing 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, Seller (as defined below), which offer shall update(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, in consultation with (ii) provide an annual incentive compensation opportunity that is comparable to 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 Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date. On ; 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, Purchaser shall(ii) the first Business Day following the End Date (subject to continued employment), or shall cause one (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 the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule absence (each such Employee employed by the Business in the United States Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to closingthe 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 “Business Necessary Employee”) who ), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is on no longer necessary for Seller to satisfy such obligations under the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”)Transition Service Agreement. All such offers of employment pursuant to Current Employees and Leave Employees shall provide this Section 5.5(a) will be for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the case of Current Employees, immediately upon the Closingemployment-at-will, and in Opco may terminate any Transferred Employee at any time and for any reason following 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 provisionsTransfer Date.

Offers of Employment. (a) Prior to the Closing Date, Seller shall update, in 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 Closing Date. On or prior to the Closing DateEffective Date of this Agreement, Purchaser shallthe Company intends to enter into employment agreements with the individuals listed on Exhibit A hereto (each a “Key Employee”), or shall cause one and to make a written offer of employment to each 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 Purchaser Subsidiaries toManager including provisions substantially similar to those set forth on Exhibit C (“Separation Agreement”), and each Offer Employee who accepts such offer of employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee shall become employed by the Business 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 United States prior Separation Agreements, to closingthe extent any such Offer Employee is not already subject to similar agreements with the Manager. Pursuant to this Section 2.01, a “Business Employee”the Manager hereby acknowledges and agrees that (i) who is on the employment rolls of Seller it shall not terminate any Key Employee or a Subsidiary of Seller immediately Offer Employee prior to the Closing Effective Date (other than (a) for Cause (as defined below) and with written notice to the Company or (ib) is actively employed on with the written consent of the Company, such date consent not to be unreasonably delayed or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or withheld), and (ii) is absent with respect to any Key Employee who enters into such an 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 work due providing services to short the Company or long-term disability or an authorized leave any of absenceits affiliates following the Effective Date, in each case effective as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment to Current Employees and Leave Employees shall provide for employment with Purchaser or an applicable Subsidiary of Purchaser to commenceor, in the case of Current Employeesany Key Employee or Offer Employee terminated for Cause, immediately upon at any time prior to or following the ClosingEffective Date. For purposes of this Section 2.01, and in “Cause” shall mean the case of Leave Employees, upon the expiration employee’s (a) material misconduct as an employee of the period Manager or the Company; (b) material violation of absence. The offers of employment by Purchaser shall be at salary U.S. securities laws or wage and benefit levels that, in the aggregate of and considering the Current Employees and Leave Employees any criminal conduct which is punishable as a groupfelony or involving moral turpitude; (c) material violation of the Company’s or the Manager’s policies, are comparable 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 employee of the Manager and/or the Company; (f) dishonesty, theft or misappropriation in connection with the performance of his or her responsibilities to the terms Manager or the Company; or (g) act of bad faith, self-dealing or breach of a fiduciary duty owed to the Manager, the Company or any of their respective affiliates, provided that for purposes of (a), (c), (d) and conditions (e), Cause shall only exist after the Manager notifies the employee in writing of employment applicable such circumstances which it believes constitute Cause and the employee fails to cure such employees on circumstances within fifteen days thereafter; and provided further that for purposes of (f) and (g), Cause shall only exist after the date Manager notifies the employee in writing of this Agreementsuch circumstances which it believes constitute Cause and provides the employee with the opportunity to explain his or her conduct. Each Business Employee who accepts Purchaser’s or one In order to constitute Cause, the Manager must notify the employee of its Subsidiary’s offer the Cause event within thirty days 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 provisionslearning of the event that the Manager believes constitutes Cause.

Offers of Employment. (a) Prior to the Closing Date, Seller Opco shall update, in consultation with the Purchaser, Section 3.21 of the Disclosure Schedule to reflect only new hires and terminations make a written offer of employment between to each Applicable Employee, effective upon the date hereof and Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the fifth Business Day 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. On ; 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, Purchaser shall(ii) the first Business Day following the end of the Lease Period (subject to continued employment) (as defined in the Master Employee Leasing Agreement), or shall cause one (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 the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule absence (each such Employee employed by the Business in the United States Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to closingthe end 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 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 Services Agreement (each such Applicable Employee, a “Business Necessary Employee”) who ), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is on no longer necessary for Seller to satisfy such obligations under the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”)Transition Services Agreement. All such offers of employment pursuant to Current Employees and Leave Employees shall provide this Section 5.5(a) will be for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the case of Current Employees, immediately upon the Closingemployment-at-will, and in Opco may terminate any Transferred Employee at any time and for any reason following 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 provisionsTransfer Date.

Offers of Employment. The Buyer shall offer employment, to be effective as of the Closing Date, to the Key Employees and those other Employees identified on Schedule 13.01 of the Disclosure Letter (acollectively, the “Offered Employees”) Prior on terms and conditions which, in the aggregate, are no less favorable to those under which such Offered Employees are currently employed in terms of title, years of service, compensation, benefits, hours of work and location, and with duties that are comparable to those enjoyed by such Offered Employees immediately prior to the Closing Date. Buyer shall recognize the past service of Transferred Employees with Seller for all purposes, including for the purposes of any notice of termination, termination pay or severance pay required by contract, statute or common law. To the extent requested by Buyer, all service-based entitlements will be paid by Seller to the Transferred Employees immediately prior to the Closing Date (the “Employee Payments”). Subject to the payment of the Employee Payments and assuming that the offer of employment made by the Buyer to the Offered Employees is on terms such that the Offered Employees would be obligated to accept the same in order to comply with their common law duty to mitigate their losses arising from their termination of employment with Seller, as of the Closing Date, Seller shall update, in consultation with the Purchaser, Section 3.21 have no liabilities to any of the Disclosure Schedule to reflect only new hires and terminations of Transferred Employees arising from their employment between the date hereof and the fifth Business Day with Seller prior to the Closing Dateother than commission owing to Transferred Employees who form part of Seller’s sales staff, which commission becomes due and payable to such Employees upon the customer paying the amounts invoiced after Closing (“Contingent Commission”), which such Contingent Commission shall be paid by Buyer. On or prior to From and after the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, Buyer agrees to comply in all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior material respects with all Applicable Laws with respect to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers termination of employment 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 any Transferred Employee” and shall enter into such agreements as requested by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisions.

Offers of Employment. (a) Prior to the Closing Date, Seller and/or Holdco shall update, in consultation with cause Opco to make an offer of employment to each Applicable Employee effective on the Purchaser, Section 3.21 later of the Disclosure Schedule to reflect only new hires and terminations of employment between Closing Date or the date hereof and the fifth first Business Day prior to on which the Closing Applicable Employee is actively at work (“Employment Effective Date. On ”), 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 Closing Date, Purchaser shall, or shall cause one of (ii) provide an annual incentive compensation opportunity that is comparable to the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Applicable Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller ’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, (iii) be for employment at the same work 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 Closing Date, and (iiv) is actively employed be conditioned on such date or is absent from employment due the Applicable Employee’s agreement to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or (ii) is absent from work due to short or longBuyer’s Employee Confidentiality and Non-term disability or an authorized leave Disclosure Agreement and Team Member Guide. For purposes of absencethis Agreement, in each case effective as of the expiration Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the period of absence (the Closing Date shall become a “Leave Employees”)Transferred Employee” on his or her Employment Effective Date. All Except with respect to any Critical Employee, all such offers of employment pursuant to Current Employees and Leave Employees shall provide this Section 5.05(a) will be for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the case of Current Employees, immediately upon the Closingat will, and in Opco may terminate any Transferred Employee at any time and for any reason following the case of Leave Employees, upon Closing Date. All Applicable Employees who are not actively at work on the expiration of the period of absence. The offers of employment by Purchaser Closing Date 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 identified 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 provisionsSchedule 5.5(a).

Offers of Employment. Seller shall terminate the employment of Employees as follows: (ax) Prior the Employees who are subject to the 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 Services 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”), 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 of the Leased Employees who is an employee of the Seller shall updateand then being leased by the Purchaser from the Seller under the Transition Services Agreement at a level and with responsibilities that, in consultation with as determined exclusively by the 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 3.21 3.16(a) of the Disclosure Schedule to reflect only new hires Schedule. The Union Employees, the Leased Employees who hereafter are extended and terminations accept offers of employment between with Purchaser after the date hereof Closing Date on the Leased Employee Termination Date, and the fifth Business Day two Management Employees are referred to as “Hired Employees.” Nothing in this section guarantees such Hired Employee’s 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 or stay on payments including those that have accrued prior to the Closing Date. On or prior to the Closing Leased Employee Termination Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 provisionsapplicable.

Offers of Employment. (a) Prior Buyer agrees that it will offer -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Closing Date, Seller shall update, in 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 on the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each Each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 offered such employment at a minimum of his or her basic annual salary or wage (including any stay bonuses and benefit levels that, other bonuses) 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 effect on the date of this Agreement. Each Business Buyer shall treat each Hired Employee's service with Seller or the Company prior to the Closing in the same manner as such service has been recognized by Seller or the Company for purposes of determining seniority rights and with respect to accrued but unused vacation and/or sick pay, except where recognition of such service would result in duplication of benefits provided. In addition, for a period of one (1) year after the Closing Date, each Employee who accepts Purchaser’s or one of its Subsidiary’s offer of employment that continues to be employed by Buyer shall be referred eligible to herein receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to 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 a “Purchaser Employee” 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 (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 enter into 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 agreements account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, or as requested 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 PurchaserSeller for all periods before the Closing Date. Upon the request of Seller made within one (1) year after the Closing Date, which may include customary invention assignment, confidential, nonBuyer shall cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-solicitation to-plan transfer under Section 414(l) of the Internal Revenue Code of the assets allocated to the accounts of Employees and non-competition provisionsof the liabilities attributable thereto.

Offers of Employment. (a) Prior to the Closing Date, Seller shall update, in 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 Closing Date. On or prior to the Closing DateClosing, Purchaser shall, shall offer no fewer than 200 Employees employment with Purchaser or shall cause one of the Purchaser Subsidiaries toPurchaser’s affiliates, offer employment, effective upon commencing as of the Closing, in a position that is comparable to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller ’s position immediately prior to the Closing Date (including level of responsibility, compensation, authority and (ilocation) is actively employed on such date the terms set forth in this Article VI. The Employees so hired by Purchaser or is absent from employment due one of Purchaser’s affiliates shall be referred to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the as “Current Transferred Employees”) or (ii) . With respect to any such Employee who, as of the Closing, is absent from work due to short or long-term on disability or an authorized other leave of absence, in each case effective including any Employee who has a right to reemployment under the Uniformed Services Employment and Reemployment Rights Act, as of the expiration of the period of absence amended, and any similar applicable Law (the a “Leave EmployeesEmployee”). All such offers of employment to Current Employees and Leave Employees , Purchaser shall provide for offer employment with Purchaser or an applicable Subsidiary one of Purchaser to commencePurchaser’s affiliates commencing on such date as the Employee’s disability leave of absence or military leave ends, in a position that is comparable to such Employee’s position immediately prior to the case commencement of Current Employeessuch leave (including level of responsibility, immediately upon compensation, authority and location) on the Closingterms set forth in this Article VI, and otherwise in the case of Leave Employees, upon the expiration of the period of absencecompliance with applicable Law. The offers of employment Each Employee hired by Purchaser or one of Purchaser’s affiliates under the preceding sentence shall be at salary or wage and benefit levels that, in the aggregate of and considering the Current Employees and Leave Employees referred to as a group, are comparable to the terms and conditions “Delayed Transferred Employee”. Seller has provided a list of employment applicable to such all employees on a leave of absence (other than permanent leave) as of the date of this Agreement. Each Business Employee who accepts , and Seller agrees to update such list at Purchaser’s reasonable request. A Delayed Transferred Employee shall become a Transferred Employee as of the 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 as 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 Subsidiary’s affiliates that some or all of the Employees will accept the offer of employment shall be referred to herein from Purchaser or one of Purchaser’s affiliates or will continue in employment with Purchaser or one of Purchaser’s affiliates following the Closing or (b) 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 provisionsamending or expanding in any manner Seller’s obligations under the Guild Contract.

Offers of Employment. (a) Prior Buyer shall offer to the Closing Date, Seller shall update, in consultation with the Purchaser, Section 3.21 employ all of the Disclosure Employees who are listed in Schedule 4.11, with such employment to reflect only new hires and terminations of employment between the date hereof and the fifth Business Day prior to the Closing Date. On or prior to the Closing Datebe effective, Purchaser shallif accepted, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (i) is actively employed on as of the Effective Time with respect to such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) active 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 expiration employee’s return to work with respect to those Employees on leave or reinstated as a result of an arbitration award or the period Memorandum of absence (Understanding entered into by Seller and UFCW, Local 617 dated February 22, 2006, provided the “Leave Employees”)employee returns to work within 365 days immediately following the Effective Time. All such Such offers of employment to Current Employees and Leave Salaried 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, be on terms 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, conditions that are reasonably comparable to the terms and conditions of employment applicable 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 determined under Seller’s VERC, a copy of which has been provided to Buyer), shall in 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 on of Buyer) and dental plans substantially comparable to the date 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, Buyer will be deemed to be in compliance with the requirements of this Agreementsentence. Each Business Nothing herein shall require Buyer to offer an equity-based compensation plan or program to any Employee. Any Employee who accepts Purchaser’s or one of its SubsidiaryBuyer’s offer of employment shall be referred to herein as a “Purchaser Transferred Employee” and will be terminated by Seller at the 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 Effective Time; provided, however, that to the 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 enter into 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 agreements as requested by Purchaseroffers to Employees. Without limiting the foregoing, Seller shall not, from the date hereof, offer any material inducements, transfers or promotions or other business opportunities to any Employee, the acceptance of which may include customary invention assignment, confidential, non-solicitation and non-competition provisionswould result in such individual ceasing to perform substantially all of his or her services for the Business.

Offers of Employment. (a) Prior to the Closing DateNo later than ten Business Days prior to, Seller shall update, in consultation with the Purchaser, Section 3.21 and effective as of the Disclosure Schedule to reflect only new hires and terminations of employment between the date hereof and the fifth Business Day immediately prior to the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective and contingent upon the Closing, to all Employees listed on Section 6.1(a) Purchaser shall offer employment commencing as of the Disclosure Schedule (Closing to each such Industrial Wood Employee employed by the Business in the United States prior 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 pursuant to closing, this Section 5.6(a) shall be referred to herein as a “Business Transferred Industrial Wood Employee.” With respect to each Transferred Industrial Wood Employee, Purchaser shall maintain, for the period of at least 12 months immediately following the Closing Date (the “Continuation Period”) who is on the employment rolls of Seller (i) an annual base salary or a Subsidiary of Seller wage rate, and 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 (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 “Current Employees”) or (ii) is absent from work due employee benefits (excluding pension and stock purchase plan benefits) that are comparable in the aggregate to short 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 longto the extent such contributions exceed the then-term disability 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 an authorized leave any of absenceits Subsidiaries (including Seller or its Subsidiaries) (a “Parent 401(k) Plan”), and (B) a profit sharing contribution in each case effective 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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 return to herein as a “Purchaser work for any Delayed Transfer Industrial Wood Employee” and shall enter into such agreements as requested by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisions.

Offers of Employment. Each Employee who is not an Automatic Transferred Employee is referred to herein as an “Offer Employee”. Buyer shall, or shall cause a Buyer Corporation to, make an offer of employment to such Offer Employee (a) Prior which offer may be of at-will employment to the Closing Date, Seller shall update, extent permitted by applicable Law) in consultation accordance with the Purchaserprovisions of this Article 8, 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 at least fifteen (15) days prior to the Closing DateDate (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 Documents. On or Any such offer of employment shall be for a position that is comparable to the type of position held by such Offer Employee immediately prior to the Closing Date, Purchaser shall, or shall cause one at a geographic location that is within fifty (50) miles of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) Offer Employee’s place of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller work immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 ClosingDate, 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 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 employment any applicable to such employees on the date of this AgreementUnion Contract, and shall otherwise comply in all respects with applicable Law. Each Business such Offer Employee who accepts Purchaser’s or one of its Subsidiary’s such offer of employment shall be from Buyer or 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 “Purchaser Transferred Employee” ”. Except as otherwise specifically provided in this Article 8 or to the extent required by applicable Law, effective as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and shall enter into accrual of benefits under the Seller Benefit Plans, other than any such agreements as requested plan that is sponsored, maintained, contributed to or required to be contributed to by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisionsany Transferred Entity.

Offers of Employment. Not less than ten (a10) Prior to the Closing Date, Seller shall update, in 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 business days prior to the Closing Date. On Closing, the Purchaser or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, its Affiliates shall offer employment, effective upon as of the ClosingClosing Date or the applicable Delayed Closing Date, as applicable, to all each Business Employee in accordance with this Agreement; provided, however, the Purchaser or its Affiliate shall have the discretion (and shall not be required) to make offers of employment to those Business Employees listed in executive positions who are set forth on Section 6.1(a7.06(b) of the Disclosure Schedule Letter (each such Business Employees, the “Executive Employees”); provided further that the Purchaser or its Affiliate shall make offers of employment consistent with this Section 7.06(b) to those Executive Employees who the Purchaser or its Affiliate determine will receive offers of employment, if any, within fourteen (14) days following the date of this Agreement. If a Delayed Closing occurs, the offer of employment for such Delayed Business Employee employed by shall be effective (x) as of the applicable Delayed Closing Date of such Dealership at which the Delayed Business Employee is primarily located or (y) as of a date that the parties reasonably agree upon, but which shall in no event be a later time than the last Delayed Closing or, if applicable, the closing of the last third party sale transaction with respect to a Delayed Closing Dealership. Offers pursuant to this Section 7.06(b) shall (i) be for a comparable position at the same or a nearby geographic work location, but no further than ten (10) miles from the Business Employee’s current work location, in the United States prior each case, to closing, a “Business Employee”) who is on the employment rolls those as of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “Current Employees”) or applicable Delayed Closing Date, as applicable, (ii) is absent from work due have terms and conditions consistent with Section 7.06(c) and (iii) otherwise comply in all respects with applicable Law (including with respect to short or long-term disability or an authorized leave of absencecompensation and benefits); provided, in each case effective as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment to Current Employees and Leave Employees shall provide for employment with Purchaser or an applicable Subsidiary of Purchaser to commencehowever, 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 that the terms and conditions of employment for any Business Employee employed pursuant to the terms of a Collective Bargaining Agreement shall be on terms consistent with those set forth in the applicable Collective Bargaining Agreement. Offers pursuant to this Section 7.06(b) may be subject to the condition that such Business Employee satisfies the standard employee qualifications and hiring process of the Purchaser or its applicable Affiliate; provided that the Purchaser or such Affiliate provides offers to, and begins the hiring process for, each Business Employee with sufficient time prior to the Closing or Delayed Closing, as applicable, to complete such hiring process to its satisfaction. With respect to any Business Employee who, as of the Closing Date or the applicable Delayed Closing Date, as applicable, is on long-term disability or short-term disability leave (each, an “Inactive Employee”), the Purchaser or its Affiliate shall offer employment to such employees individual on the earliest practicable date following the return of such individual to work with the Seller Parties and their Affiliates and otherwise on terms and conditions consistent with this AgreementSection 7.06; provided that such employee returns to work within 90 days following the Closing Date or the applicable Delayed Closing Date, as applicable. Each Business The Seller Parties shall promptly notify the Purchaser of the occurrence and end of any such leave of absence. In the case of any Inactive Employee who accepts Purchaser’s becomes a Transferred Employee on or one of its Subsidiary’s offer of employment after the day following the Closing Date or the applicable Delayed Closing Date, as applicable, all references in this Agreement to the “Closing” and the “Closing Date” or to the “Delayed Closing” and the “Delayed Closing Date,” as applicable (other than in this Section 7.06(b) and Section 7.06(f)) shall be referred deemed to herein as be references to the time and date on which such individual becomes a “Purchaser Transferred Employee” and shall enter into such agreements as requested by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisions.

Offers of Employment. (a) Prior Buyer agrees that it will offer employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Closing Date, Seller shall update, in 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 on the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each Each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 offered such employment at a minimum of his or her basic annual salary or wage (including any stay bonuses and benefit levels that, other bonuses) 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 effect on the date of this Agreement. Each Business Buyer shall treat each Hired Employee's service with Seller or the Company prior to the Closing in the same manner as such service has been recognized by Seller or the Company for purposes of determining seniority rights and with respect to accrued but unused vacation and/or sick pay, except where recognition of such service would result in duplication of benefits provided. In addition, for a period of one (1) year after the Closing Date, each Employee who accepts Purchaser’s or one of its Subsidiary’s offer of employment that continues to be employed by Buyer shall be referred eligible to herein receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to 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 a “Purchaser Employee” 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 (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 enter into 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 agreements account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, or as requested 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 PurchaserSeller for all periods before the Closing Date. Upon the request of Seller made within one (1) year after the Closing Date, which may include customary invention assignment, confidential, nonBuyer shall cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-solicitation to-plan transfer under Section 414(l) of the Internal Revenue Code of the assets allocated to the accounts of Employees and non-competition provisionsof the liabilities attributable thereto.

Offers of Employment. Seller shall update the Business Employee List and provide to Buyer the updated Business Employee List thirty (a30) Prior days prior to Closing, on the Closing Date, Seller shall update, in consultation with the Purchaser, Section 3.21 and within five (5) Business Days of the Disclosure Schedule to reflect only new hires and terminations of employment between the date hereof and the fifth Buyer’s reasonable written request. No later than ten (10) Business Day prior to the Closing Date. On or Days prior to the Closing Date, Purchaser shall, or Buyer shall cause one offer employment on an at-will basis to be effective as of the Purchaser Subsidiaries toClosing to each Offer Employee it designates in its sole discretion (individuals who accept such offer of employment and actually commence employment with Buyer or its Affiliate shall be referred to herein, offer employment, effective upon collectively with the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employees who are employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls an Acquired Entity as of Seller or a Subsidiary of Seller immediately prior to the Closing Date and the Automatic Transfer Employees, 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 (a) base salary or hourly wage rate, as applicable, not less than such Offer Employee’s base salary or hourly wage rate as in effect immediately prior to the Closing Date, (b) annual target cash incentive compensation opportunities (excluding any equity, equity-based, long-term incentive, change in control, transaction or retention opportunities), to the extent applicable, that are substantially comparable, in the aggregate, to those provided to such Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, to the 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 qualified and non-qualified defined benefit pension benefits) that are reasonably comparable, in the aggregate, to the employee benefits (including health, welfare, and retirement benefits subject to the same exclusions) provided to, as determined by Buyer in its discretion, (i) is actively employed such Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, under the Plans set forth on such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5Section 3.1.12(a) days (of the “Current Employees”) Seller Disclosure Schedules or (ii) is absent from work due to short or longsimilarly-term disability or an authorized leave situated employees of absenceBuyer and its Affiliates. Until December 31, in each case effective as 2024 (or, if earlier, until the relevant Continuing Employee’s termination of the expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 service following the Closing), Buyer shall not, and in the case of Leave Employeesshall cause its Affiliates not to, upon the expiration of the period of absence. The offers of employment by Purchaser shall be at salary materially reduce, decrease or wage and benefit levels that, in the aggregate of and considering the Current Employees and Leave Employees as a group, are comparable to detrimentally change the terms and conditions of the employment applicable 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 such employees on 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 date employment of this Agreement. Each Business (x) each Offer Employee who accepts Purchaser’s or one of its Subsidiary’s an offer of employment with Buyer or its Affiliate in accordance with this Section 5.12.1, effective as of immediately prior to the date upon which such Offer Employee commences employment with Buyer or its Affiliate and (y) each Offer Employee who rejects an offer of employment with Buyer or its Affiliates in accordance with this Section 5.12.1, effective as of the Closing. For the avoidance of doubt, neither Buyer nor any of its Affiliates shall be referred required to herein as a “Purchaser Employee” make offers of employment to all or any of the Offer Employees; and Seller and its Subsidiaries shall enter into such agreements as requested be responsible for any and all Liabilities relating to any Offer Employee who is not hired by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisionsBuyer or its Affiliates.

Offers of Employment. (a) Prior to Before the Closing Date, Seller and after having an opportunity to interview the Employees, Buyer or an Affiliate of Buyer shall updatemake an offer of employment to each Employee, in consultation with 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 Purchaser, Section 3.21 Employee to reinstatement upon completion of the Disclosure Schedule to reflect only new hires and terminations of employment between leave under the date hereof and the fifth Business Day prior to the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls applicable leave policy of Seller or a Subsidiary its Affiliates or pursuant to applicable Law (each an “Employee on Leave”), which such offer shall be effective as of Seller immediately prior to the Closing Date and (i) is actively employed on such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed Effective Time. At least five (5) days (the “Current Employees”) or (ii) is absent from work due prior to short or long-term disability or an authorized leave of absence, in each case effective as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment 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, Buyer shall inform Seller which Employees (other than any Employee’s on Leave) have accepted the offers made to them and in each such Employee (each, a “Transferred Employee”; any Employee of Seller who does not accept the case offer made to him or her by Buyer or an Affiliate 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 Buyer shall be referred to herein as a “Purchaser 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 enter into 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) the same or substantially similar job duties as such agreements Transferred Employee had immediately prior to the Closing; (ii) a salary or hourly wage, as requested applicable, and bonus and other compensation that is at least equivalent to that earned by Purchasersuch Transferred Employee immediately prior to the Closing; 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, which may include customary invention assignmentSeller understands, confidential, non-solicitation acknowledges and non-competition provisionsagrees that Seller shall solely be liable for the COBRA obligations of all Retained Employees.

Offers of Employment. (a) Prior to the applicable Closing Date, Seller shall update, in consultation with the Purchaserupdate Section 1.01(g), Section 3.21 1.01(j) and Section 1.01(m) of the Seller Disclosure Schedule to reflect only new hires and terminations of employment between the date hereof and the fifth tenth Business Day prior to the applicable Closing Date. On or the applicable Closing Date, Seller shall provide Purchaser with a list of all employees on such schedule whose employment terminated following the delivery of the updated schedule pursuant to the immediately preceding sentence. No employees shall be hired within ten Business Days prior to the applicable Closing Date without Seller’s consent (which shall not be unreasonably withheld). Prior to the applicable Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries its applicable Affiliates to, offer employment, effective upon the Closing, employment to all Employees each HHI Employee and Deferred Transfer Employee listed on Section 6.1(a1.01(g) and Section 1.01(m) of the Seller Disclosure Schedule (as such list is updated pursuant to the first sentence of this Section 7.01(a)), and Purchaser may offer employment to each such Employee employed by the Business Listed Employee, in the United States prior to closing, a “Business Employee”) each case who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the applicable Closing Date and (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 “Current Employees”) or (iiii)(x) is absent from work due to short or long-term disability or an authorized leave of absence, (y) has the right to return to employment following expiration of such absence under applicable Law, in each case effective as of the expiration of the period of absence absence, and (z) returns to employment within one hundred eighty (180) days following the applicable Closing Date or such longer period as is permitted under applicable Law in respect of Employees on military leave who are listed on Section 7.01(a) of the Seller Disclosure Schedule (the “Leave Employees” and, together with the Current Employees, the “Closing Date Employees”). Purchaser is not required to offer employment to any Listed Employee, but if it elects to offer employment, it must do so in accordance with the terms set forth in this Article VII. All such offers of employment to (i) each Current Employees and Leave Employees Employee shall provide for employment with Purchaser or an applicable Subsidiary Affiliate of Purchaser to commencecommence effective as of 11:59 P.M., in local time, on the case applicable Closing Date and (ii) each Leave Employee shall provide for employment with Purchaser or an applicable Affiliate of Current Employees, immediately upon the Closing, and in the case of Leave Employees, upon Purchaser to commence at the expiration of the such Leave Employee’s leave or period of absencedisability. The All such 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.made in accordance with the applicable provisions of this

Offers of Employment. Where applicable Law does not provide for the automatic transfer of employment of any Employee upon the consummation of the Acquisition, Buyer shall, or shall cause a Buyer Corporation to, make an offer of employment to such Employee (a) Prior which offer may be of at-will employment to the Closing Date, Seller shall update, extent permitted by applicable Law) in consultation accordance with the Purchaserprovisions of this Article VIII, 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 at least thirty (30) days prior to the Closing DateDate (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 Documents. On or Any such offer of employment shall be for a position that is comparable to the type of position held by such Employee immediately prior to the Closing Date, Purchaser shall, or shall cause one at a geographic location that is within the greater of (i) 50 straight-line miles of the Purchaser Subsidiaries to, offer employment, effective upon Employee’s home or (ii) the Closing, to all Employees listed on Section 6.1(a) distance from the Employee’s home and place of the Disclosure Schedule (each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller work immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 ClosingDate, 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 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 employment any applicable to such employees on the date of this AgreementUnion Contract, and shall otherwise comply in all respects with applicable Law. Each Business such Employee who accepts Purchaser’s or one of its Subsidiary’s such offer of employment shall be employment, including offers described in Section 8.5, from Buyer or a Buyer Corporation, collectively with each Automatic Transferred Employee, is referred to herein as a “Purchaser Transferred Employee” ”. Except as otherwise specifically provided in this Article VIII or to the extent required by applicable Law, effective as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and shall enter into accrual of benefits under the Seller Benefit Plans, other than any such agreements as requested plan that is sponsored, maintained, contributed to or required to be contributed to by Purchaser, which may include customary invention assignment, confidential, non-solicitation and non-competition provisionsany Transferred Entity.

Offers of Employment. Not later than five (a5) Prior to the Closing Date, Seller shall update, in 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 Closing Date. On or days prior to the Closing Date, Purchaser shallor an Affiliate thereof shall provide to Seller a list of those Employees to which it desires to make an offer of employment (the “Designated Employees”) and shall make an offer of employment to each Designated Employee, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, subject to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed their continued employment by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or an Affiliate through the Closing Date providing for (a) a Subsidiary position substantially comparable to the employee’s position as of Seller immediately prior to the Closing Date Date, (b) base salary no less than the employee’s base salary as of immediately prior to the 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 (id) is actively employed 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. Each Designated Employee who accepts such offer of employment and commences employment with the Purchaser or an Affiliate thereof on such date the Closing Date (or, for Designated Employees who are on a leave of absence or is absent from other approved paid time off arrangement on the Closing Date (each a “Leave Employee”) and return to active employment due to authorized vacation or temporary illness not reasonably expected to exceed five later than sixty (560) days (after the Closing Date, immediately following such return to employment) shall be hereinafter referred to as a “Current Employees”) or (ii) is absent from work due to short or long-term disability or an authorized leave Transferred Employee” provided, that no Leave Employee shall be a Transferred Employee until the date of absence, in each case effective as of the expiration of the period of absence (the “such Leave Employees”). All such offers of employment to Current Employees and Leave Employees shall provide for Employee’s active employment with Purchaser or an applicable Subsidiary Affiliate). Seller and its Affiliates shall retain liability and responsibility for any Leave Employee until such employee becomes a Transferred Employee of Purchaser and for any Employee who does not become a Transferred Employee. Any offer made by Purchaser or an Affiliate thereof pursuant to commence, in this Section 6.02 shall be contingent on the case recipient of Current Employees, immediately upon the Closingsuch offer complying with all of Purchaser’s standard employment requirements, and in the case of Leave Employees, upon the expiration of the period of absence. The Purchaser and its Affiliates shall not be obligated to extend offers of employment by Purchaser shall be at salary or wage and benefit levels thatto any individual who, 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 following Purchaser’s standard pre-employment tests and screenings, does not meet Purchaser’s employment rules, standards 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 provisionspolicies.

Offers of Employment. The Purchaser Parent shall, at least four (a4) Prior Business Days before the Closing, offer at-will employment to all of the Employees identified to the 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 of immediately prior to the Effective Time. A Closing Date Employee who accepts such offer of employment will become a “Transferred Employee,” if at all, on or as of: (1) immediately after the Closing, if such Closing Date Employee is then actively at work; (2) immediately after the Closing Date, Seller shall update, in 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 Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each if such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (i) Employee is actively employed absent from work on such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected jury duty and returns to exceed five (5) days (active employment following the “Current Employees”) end of the vacation or the completion of jury duty, as the case may be; or (ii3) the date such Closing Date Employee is able to perform the essential functions of his or her job and returns to active employment, in the case of a Closing Date Employee who, on the Closing Date, is absent from work due to sick leave, short term disability, maternity leave, military leave or long-term disability or an other authorized leave of absence with a right to return to his or her job, 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 each case effective 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 to similarly situated employees of the Purchaser Parent as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment to Current Employees and Leave Employees Closing Date, and, where applicable, shall provide credit for employment 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 credit for the Seller service shall also be given for the purpose of determining the amount of vacation Transferred Employees may take after the Closing Date. 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 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 absenceemployee at will. The offers of employment by Purchaser Seller shall be at salary or wage responsible for the payment of all unused vacation, bonuses and benefit levels that, in the aggregate of other compensation and considering the Current benefits accrued by Transferred Employees and Leave Employees as a group, are comparable prior to the terms date they become Transferred Employees (including, without limitation, unused vacation time that was accrued by a Transferred Employee while employed by a predecessor employer and conditions of employment applicable to such employees on that was assumed by 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 provisionsSeller).

Offers of Employment. Effective as of the Termination Date, the Buyer shall offer at-will employment to all of the employees listed on Exhibit K (a) Prior which shall be updated through the Termination Date, subject to the Closing DateBuyer’s reasonable approval thereof) who are in good standing on the Termination Date (each, Seller shall updatea “Termination Date Employee”), in 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 Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective contingent upon the Closing, to all Employees listed on Section 6.1(a) for at least the same rate of base salary, wages and/or commissions and the Disclosure Schedule (each such Employee employed by the Business same job position in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller effect immediately prior to the Closing Termination Date. A Termination Date and Employee will become an employee of the Buyer (ia “Transferred Employee”), if at all, on or as of: (1) the Termination Date, if such Termination Date Employee is then actively employed at work; (2) the Termination Date, if such Termination Date Employee is absent from work on such date or is absent from employment due to authorized vacation, jury duty or other authorized temporary leave of absence and returns to active employment following the end of the vacation or temporary illness not reasonably expected to exceed five (5) days (leave of absence or the “Current Employees”) completion of jury duty, as the case may be; or (ii3) the date such Termination Date Employee returns to active employment, in the case of a Termination Date Employee who, on the Termination Date, is absent from work due to short maternity leave, military leave or long-long term disability with a right to return to his or an authorized leave of absence, in each case effective as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 Closingher job, and in who returns to active employment within the case of Leave Employees, upon time required under 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 original terms and conditions of employment applicable to such employees on absence. Notwithstanding the date of this Agreement. Each Business foregoing, the Buyer shall not be obligated to hire any Termination Date Employee who accepts Purchaserfails to provide the Buyer documentation as required by applicable federal or state laws in connection with the commencement of such employment or who fails to pass the Buyer’s or one of its Subsidiary’s offer of pre-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 provisionsbackground check.

Offers of Employment. (a) Prior Buyer agrees that it will offer employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Closing Date, Seller shall update, in 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 on the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each Each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 offered such employment at a minimum of his or her basic annual salary or wage (including any stay bonuses and benefit levels that, other bonuses) 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 effect on the date of this Agreement. Each Business Buyer shall treat each Hired Employee's service with Seller or the Company prior to the Closing in the same manner as such service has been recognized by Seller or the Company for purposes of determining seniority rights and with respect to accrued but unused vacation and/or sick pay, except where recognition of such service would result in duplication of benefits provided. In addition, for a period of one (1) year after the Closing Date, each Employee who accepts Purchaser’s or one of its Subsidiary’s offer of employment that continues to be employed by Buyer shall be referred eligible to herein receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to 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 a “Purchaser Employee” 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 (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 enter into 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 agreements account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, or as requested 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 PurchaserSeller for all periods before the Closing Date. Upon the request of Seller made within one (1) year after the Closing Date, which may include customary invention assignment, confidential, nonBuyer shall cause a 58 defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-solicitation to-plan transfer under Section 414(l) of the Internal Revenue Code of the assets allocated to the accounts of Employees and non-competition provisionsof the liabilities attributable thereto.

Offers of Employment. (a) Prior Buyer agrees that it will offer -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Closing Date, Seller shall update, in 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 on the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each Each such Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the Closing Date and (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 “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 expiration of the period of absence (the “Leave Employees”). All such offers of employment 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 offered such employment at a minimum of his or her basic annual salary or wage (including any stay bonuses and benefit levels that, other bonuses) 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 effect on the date of this Agreement. Each Business Buyer shall treat each Hired Employee's service with Seller or the Company prior to the Closing in the same manner as such service has been recognized by Seller or the Company for purposes of determining seniority rights and with respect to accrued but unused vacation and/or sick pay, except where recognition of such service would result in duplication of benefits provided. In addition, for a period of one (1) year after the Closing Date, each Employee who accepts Purchaser’s or one of its Subsidiary’s offer of employment that continues to be employed by Buyer shall be referred eligible to herein receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to 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 a “Purchaser Employee” 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 (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 enter into 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 agreements account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, or as requested 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 PurchaserSeller for all periods before the Closing Date. Upon the request of Seller made within one (1) year after the Closing Date, which may include customary invention assignment, confidential, nonBuyer shall cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-solicitation to-plan transfer under Section 414(l) of the Internal Revenue Code of the assets allocated to the accounts of Employees and non-competition provisionsof the liabilities attributable thereto.

Offers of Employment. Schedule 5.4(a) sets forth the Employees (a) Prior the “Potential Employees”). Buyer shall make formal offers of employment to the Potential Employees no later than the date next-following the Closing Date (the “Offer Date”), Seller shall updatewith such offers to remain open until the close of business, in consultation with the PurchaserDallas, Section 3.21 of the Disclosure Schedule to reflect only new hires and terminations TX local time, on Monday, January 26, 2015. Each such offer of employment between shall provide for employment (i) at a base salary or wage rate that is no less than the date hereof and the fifth Business Day prior base salary or wage rate, as applicable, provided to the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Potential Employee employed by the Business in the United States prior to closing, a “Business Employee”) who is on the employment rolls of Seller or a Subsidiary of Seller 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 virtual data room and (iii) 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 with Buyer or its Affiliates, whether upon or following the Closing, the Sellers shall terminate for all purposes (including under all Seller Plans) the employment of each such Employee, effective (i) is actively employed on such date immediately prior to the Closing for those Employees who commence employment with Buyer or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or its Affiliates at Closing, and (ii) is absent from work due immediately prior to short commencing employment with Buyer or long-term disability its Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each Employee who so commences employment with Buyer or an authorized leave of absenceAffiliate thereof, in each case effective whether upon or following the Closing, shall hereinafter be referred to as a “Transferred Employee” as of the expiration of the period of absence (the “Leave Employees”). All such offers of employment 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.