Common use of Offers of Employment Clause in Contracts

Offers of Employment. No later than ten (10) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Closing Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “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 Closing 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 remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).

Offers of Employment. No later than Buyer will cause the Companies and the Transferring Subsidiaries to continue the employment effective immediately after the Cut-Off Date of all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time. Within ten (10) Business Days business days prior to the anticipated Closing DateEffective Time, Seller shall deliver will provide to Buyer a list showing the names of the expected each Business Employees Employee then on leave of absence (and such list shall be updated as of the anticipated Closing Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall in each case provide at least the form attached hereto as Schedule 6.3(a)same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, with such updates as are necessary to reflect employee resignations 2006 that become payable after the date hereof Cut-Off Date and prior to the Closing, employee terminations after the date hereof and prior to the Closing shall calculate such performance bonuses in accordance with Section 5.1(b), employee hires after the date hereof and prior Seller’s past practices (without any amendment or modification to the Closing fiscal 2005 bonus plan in accordance with Section 5.1(b) and effect as of the identification end of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(athe 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to Business Employees located in Canada, Buyer’s offer such performance bonuses) on an after-tax basis for 50% of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended all such performance bonuses that are paid by Buyer to each such Business Employee will Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be effective as claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Closing Date. Each Business Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained Employees.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee who is offered employment for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”7.3(d). 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 Closing 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 remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).

Offers of Employment. No (a) Seller’s employees listed on Schedule 8 attached to this Agreement as “Prospective Employees” are the “Prospective Employees” for purposes of this Agreement. Seller’s or its Affiliates’ employees listed on Schedule 8 attached to this Agreement as “Retained Employees” are the “Retained Employees” for purposes of this Agreement. Buyer shall cause Services Company to offer employment to 100% of all Prospective Employees. The Retained Employees shall continue their employment with Seller or one of its Affiliates, and Buyer shall cause Services Company not to offer employment to the Retained Employees. For purposes of this Article 5, references to “Seller” shall include Seller’s Affiliates where a Prospective Employee is employed by such Affiliate no later than ten thirty (1030) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and days prior to the Closing Date. (b) Buyer shall cause Services Company to make its employment offers to the Prospective Employees in accordance with Section 5.1(b), employee hires after the date hereof and writing during a hiring period beginning four (4) weeks prior to the Closing in accordance scheduled Closing, and ending two (2) weeks prior to the scheduled Closing. Services Company may require each Prospective Employee to submit a formal application for employment and submit to Services Company’s customary hiring procedures. Each such employment offer shall be for a position with Section 5.1(bServices Company at a salary or wage that is no less than the base salary (or the base wage rate) and the identification of plus any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); providedshift, that incentive or piece-rate differentials applicable with respect to Business Employees located such Prospective Employee on the Closing Date (the “Equivalent Wage”). The Equivalent Wage shall not include the value of any benefit plan or program including, without limitation, the Chevron Incentive Plan and/or Long-Term Incentive Plan, or any other company incentive program in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective effect as of the Closing Date. (c) Such employment offers shall provide that the employment with Services Company shall commence on the first day immediately following the Closing Date (the “Hire Date”) and shall be conditioned upon Closing. Each Business Notwithstanding the foregoing, Buyer shall have no obligation under this Agreement to cause Services Company to employ any Prospective Employee who accepts an employment offer but does not actively report for work with Services Company on the Hire Date, unless (1) such Employee is offered on vacation, scheduled time off, off-site training, or other similar Seller-approved absence and commences active work with Services Company upon the termination of such approved absence; or (2) such Employee is absent from work due to illness or injury and reports for active work with Services Company within thirty (30) days after the Hire Date. (i) Any Prospective Employee who accepts Services Company’s employment offer but is on vacation, scheduled time off, off-site training, or on other Seller-approved absence on the Hire Date shall become Services Company’s employee, as applicable, on the Hire Date. (ii) Any Prospective Employee who accepts Services Company’s employment offer but is absent from work due to illness or injury, and who reports for active work with Services Company within thirty (30) days after the Hire Date, shall become Services Company’s employee when he or she reports for active work. (d) Seller will terminate the employment of all Prospective Employees who accept Services Company’s employment offers on the Closing Date, provided Seller will terminate the employment of any Prospective Employee described in clause (ii) of Section 5.1(c) above effective on the day immediately before reporting for active work with Services Company. Prospective Employees who become Services Company’s employees as of the Hire Date (or, in the case of Employees described in clause (ii) of Section 5.1(c) above, within thirty (30) days after the Hire Date), are the “Affected Employees.” Prospective Employees who do not become Affected Employees are “Remaining Employees.” Any Prospective Employee who accepts Services Company’s offer for employment but who fails to report for work in accordance with Section 5.1(c) shall not become a Services Company’s employee for any purpose pursuant to this Section 6.3(aAgreement and shall not be an Affected Employee. (e) and who accepts BuyerNothing in this Agreement shall affect Services Company’s offer right to terminate the employment of employment shall be, as of the date the Business any Affected Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any Business Employee who is at any time 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 after the date he or she returns becomes Services Company’s employee, with or without cause or advance notice; provided that Buyer shall cause Services Company to active employmentcomply with the terms of the severance program required by Section 5.4 below if such termination is prior to one (1) year after the Hire Date and the termination is without cause. If an Inactive Employee does It is understood and agreed that (A) Buyer’s expressed intention to cause Services Company to extend offers of employment as set forth in this Section 5.1 shall not return to active employment constitute any commitment, contract or understanding (expressed or implied) of any obligation on the same part of Buyer or more extensive Services Company to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Services Company may establish pursuant to individual offers of employment consistent with the provisions hereof, and (part- B) employment offered by Services Company shall be “at will” and may be terminated by Services Company or full-time) basis by an employee at any time for any reason or for no reason (subject to any written commitments to the contrary made by Services Company or an employee and subject to any applicable federal, state, or local employment laws, statutes, ordinances, orders, or regulations). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Services Company to terminate, reassign, promote or demote any of the Affected Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees except as such Inactive otherwise agreed in this Article 5. Notwithstanding the foregoing, Buyer shall cause Services Company not to reduce an Affected Employee’s most recent active salary (or wage rate) below the Affected Employee’s Equivalent Wage prior to one (1) year after the Hire Date, other than in connection with termination of such Employee’s employment within six with Services Company. (6f) months Buyer shall control and be responsible for Services Company’s offers of employment to Prospective Employees. Services Company may interview any Prospective Employee during normal working hours (including interviews on site) consistent with the operating requirements of Seller and, with the written permission of the Prospective Employee (a copy of which written permission shall be furnished to Buyer), may review and retain copies of such Prospective Employee’s training, attendance and safety records (if any) maintained by Seller or its Affiliates. All of the original personnel records maintained by Seller relating to the Prospective Employees shall remain with Seller after the Closing Date and shall not be turned over to Buyer except as otherwise required pursuant to Section 5.10(f). Services Company shall, however, have access to and use of such personnel records as may be required in connection with the prosecution 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 defense of any administrative or be employed by Buyer until the Return Date, if anycourt claim, and Seller shall remain responsible not destroy any such personnel records prior to the time such personnel records are scheduled for all Liabilities associated with such Business Employee (including for the payment or provision destruction pursuant to Seller’s records retention policy applicable to records of any compensation and benefits)this type.

Offers of Employment. No later than Releases. Within ten (10) Business Days prior days from the date hereof, Buyer shall contact each Employee at reasonable times and places and shall make offers of employment with Buyer for a position with Buyer substantially similar to those such employee has with Seller on the anticipated Closing Datedate hereof. Such offers of employment shall also contain terms and conditions regarding salary, bonus and material employee benefit plans as favorable to each such person as those such Employee has with Seller on the date hereof. Buyer shall deliver also deem the duration of each such person's employment at Seller to be time during which such employee has been employed at Buyer a list for purposes of employee policies and benefit plans. In each case such offers of employment shall be contingent on consummation of the expected Business transactions contemplated by this Agreement. Buyer shall not take any action that would reasonably give rise to a judgment of constructive termination by the Required Employees or Key Employees. Each Required Employee or Key Employee from whom Buyer receives a written acceptance of an offer of employment by Buyer (a "Written Acceptance") shall be hired by Buyer effective as of the anticipated next business day following the Closing Date and is hereafter referred to as a "New Hire". Seller hereby consents to the hiring of such New Hires by Buyer and waives, with respect to the employment by Buyer of such New Hires, any claims or rights Seller may have against any such New Hire under any non-competition, confidentiality or employment agreement with respect to the CPE Business, and agrees to pay compensation and benefits for New Hires through the Closing Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof its then existing policies and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below)obligations. Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, Such offers of employment as may be extended by Buyer to each Business Employee will be effective as of the Closing Date. Each Business Employee Required Employees and Key Employees who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as are on a “Transferred Employee” and collectively, as the “Transferred Employees”). Any Business Employee who is on workers' compensation-related or disability leave or a Family Medical Leave Act leave or other statutory leave shall be conditioned upon their return from such leave in accordance with Seller's leave of absence and who accepts policy. Buyer agrees to use commercially reasonable efforts to obtain the execution of a written release by New Hire of Seller from any offer of liability related to such New Hire's 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 Closing 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 remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Seller.

Offers of Employment. No later Within thirty (30) days following the Closing, -------------------- Buyer shall offer employment to all Designated Employees effective as of the Employee Lease Termination Date and subject to the consummation of the transactions contemplated hereby at the Closing. The terms of employment offered to Designated Employees shall be based on Buyer's existing employment practices and policies, provided that it shall be a term of such offer that each such Designated Employee shall be entitled to receive (1) total compensation and benefits (including bonuses) which are no less generous than ten those provided by Buyer to similarly-situated employees, (102) Business Days severance benefits in accordance with Seller's severance pay plan in effect immediately prior to the anticipated Closing as set forth on Schedule 16.11(A)(1) -------------------- attached hereto (the "Severance Pay Policies") in the event that his or her employment is terminated by Buyer within twelve (12) months following the Employee Lease Termination Date, (3) employee stock options to purchase Buyer Common Stock (which employee stock options shall not vest with respect to each Designated Employee until the date the Designated Employee becomes an employee of UroGen on or after the Employee Lease Termination Date), and (4) all relocation costs and expenses of, or incurred by, such Designated Employee as a result of his or her employment by Buyer (in accordance with the Buyer's relocation plans or policies, if any). The Seller shall deliver represents and warrants to the Buyer a list of that the expected Business Employees as of the anticipated Closing Date in the form Severance Pay Policies attached hereto as Schedule 6.3(a), with such updates as 16.11(A) are necessary to reflect employee resignations after true and correct copies of the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective ----------------- Severance Pay Policies as of the Closing Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “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 Closing 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 remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Closing.

Offers of Employment. No later than ten Subject to Applicable Law, at least thirty (1030) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the days (unless an earlier date hereof and prior to the Closing, employee terminations after the date hereof and is required by Applicable Law) prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof Date and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Closing Date, Purchaser shall make, and Purchaser and Seller shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all Banking Center Employees. Each Business Purchaser’s employment of the Transferred Banking Center Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Banking Center Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent that a Banking Center Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyerhas accepted Purchaser’s offer of employment shall be, as of is not available to perform services on the date Closing Date because on the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any Business Employee who Closing Date such employee is on disability sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence and who accepts any offer approved by Seller or one of employment with Buyer in accordance with the preceding sentences its Affiliates (an “Inactive Employee”) will become employed by Buyer as of the date other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of Seller or one of its Affiliates (except as otherwise required by Applicable Law); provided that Purchaser make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to such Banking Center Employee if such Banking Center Employee returns to active employment. If an Inactive Employee does not work no later than the date that is the earlier of the scheduled return to active employment on the same or more extensive date (part- or full-timeincluding any approved extensions thereto) basis as such Inactive Employee’s most recent active employment within and six (6) months after from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date or Date, and, for purposes of this Agreement, 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 shall become a Transferred Banking Center Employee or as of the date active employment with Purchaser commences and, to the extent applicable, references in this Section 9.1 to the “Closing Date” shall relate to the date on which active employment commences. Those Banking Center Employees who do not accept a Comparable Job Offer from Purchaser shall not be employed considered Transferred Banking Center Employees for any purpose of this Agreement. Each of the Transferred Banking Center Employees shall be provided by Buyer until the Return DatePurchaser with an aggregate annual amount of paid time-off under the plans of the Purchaser equal to such Transferred Banking Center Employee’s current aggregate annual amount of paid time-off, if anywhich, for clarity, takes into account and grandfathers all service with Seller and its Affiliates (including vacation time, personal time and sick time); provided that the Purchaser may allocate such aggregate annual amount of paid time-off in a manner consistent with the policies of the Purchaser. Notwithstanding the foregoing provisions of this Section 9.1(a), and Seller shall remain responsible for all Liabilities associated with such Business Employee subject to the provisions of Section 9.1(d), Transferred Banking Center Employees who accept an offer of employment (including any Comparable Job Offer) with Purchaser or an Affiliate of Purchaser will be considered at-will employees and may be terminated by Purchaser for the payment any reason or provision of for no reason at any compensation and benefits)time.

Offers of Employment. No later than ten (10) Business Days prior to On the anticipated Separation Closing Date, Seller the employees -------------------- of American listed in Schedule B attached hereto and made a part hereof (the "Tower Employees") shall deliver be offered full-time employment by American Tower or one of its Subsidiaries. If the Tower Merger shall be consummated, during the period from the Tower Merger Effective Time to Buyer a list the Effective Time, the Tower Employees who accept American Tower's offer of full-time employment shall be employed by American Tower and American Tower hereby covenants and agrees that such Tower Employees shall be made available to provide American with such management services as shall enable American to fulfill its obligations under Section 6.10(i) of the expected Business Merger Agreement. In rendering such management services, the Tower Employees shall act as leased employees who are not employees of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with American. American Tower shall be solely responsible for all compensation and employee benefits relating to such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a)Tower Employees; provided, however, that with respect from time to Business Employees located in Canada, Buyer’s offer time during the period from the Tower Merger Effective Time to the Effective Time American shall reimburse to American Tower a pro rata portion of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended each Tower Employee's base salary based upon actual time spent by Buyer to each Business such Tower Employee will be effective as of the Closing Date. Each Business Employee who is offered employment providing American management services pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as 9. 1. Effective immediately prior to the earlier to occur of the date Tower Merger Effective Time and the Business Employee commences employment Effective Time, American Tower shall assume all obligations of American (it being understood that American Tower shall have no obligation to reimburse American for obligations that are funded at the Effective Time, but only to the extent such obligations remain funded following the Effective Time, provided that neither CBS nor American nor any of their Subsidiaries shall take any action to impair such funding) arising under any Plan or Benefit Arrangement with Buyer, referred respect to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any Business Employee who is on disability or Tower Employees other leave of absence and who accepts any offer of employment with Buyer in accordance with than (a) 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 Closing Date or such later date as is required under applicable Law (the daterights, if any, within such period on of the Tower Employees with respect to the American Options (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 remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).are being satisfied as provided in Section

Offers of Employment. No later than ten (10) The employment of all Business Days Employees will be terminated effective immediately prior to the anticipated Closing DateEffective Time. Buyer will offer employment effective as of the Effective Time to all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time except those Business Employees who at the Effective Time are receiving long-term disability benefits under any Business Plan, which Business Employees will be offered employment by Buyer provided that they report for active employment within six months after the date on which they began receiving long-term disability benefits. Buyer will condition its offers of employment to each of the individuals listed in Schedule 8.3(a) on such individual's execution of an agreement, in form reasonably satisfactory to Seller, releasing all claims and waiving all rights under such individual's Employment Agreement with Seller or any Company, and Buyer shall have no liability with respect to any such Employment Agreement other than with respect to severance obligations up to the amount described in the second sentence of Section 8.3(b). Within ten business days prior to the Effective Time, Seller shall deliver will provide to Buyer a list showing the names of each then employee of the expected Business Employees as who is on leave of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with absence (and such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer list shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective updated as of the Closing Date). Each The offers of employment to be made by Buyer effective as of the Effective Time shall in each case provide (i) at least the same base wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (other than employee benefits, which are subject to Section 8.3(c)) as the base wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (but excluding any equity-based compensation) provided to each such Business Employee on the Cut-Off Date and (ii) with respect to any Business Employee who is offered a participant in the Severance Pay Plan, employment pursuant at a location not more than fifty miles from the Business Employee's current location. The employees who accept such offers of employment are referred to as "Transferred Employees." Nothing in this Section 6.3(a8.3(a) and who accepts Buyer’s offer shall obligate Buyer to continue the employment of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “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 Closing 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 for any specific period or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment at any specific level of compensation or provision of any compensation and benefits)responsibilities.

Offers of Employment. No later than ten (10) At least three Business Days prior to the anticipated Closing Date, Seller Buyer shall deliver offer employment to Buyer all Business Employees not then absent from work because of a list short-term or long-term disability or workers’ compensation injury at rates of base compensation similar to the expected rates of base compensation of such Business Employees as of the anticipated Closing Date in date of this Agreement and with the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with benefits for Transferred Business Employees contemplated by Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below)7.4. Buyer shall offer “at will” employment to those substantially all Business Employees identified who did not receive an offer of employment prior to Closing because of their absence from work on Schedule 6.3(a); provided, that with respect account of a short-term disability or workers’ compensation injury (subject to the same base compensation rates and benefits as outlined above) when each such Business Employee’s short-term disability or workers’ compensation injury is lifted and the Business Employee again becomes fit to resume full-time work. Business Employees located in Canada, who accept Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Closing Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as (the “Transferred Business Employees”). Any Business Employee who is ) shall become employees of Buyer effective 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 Closing Date or such later date as the offer of employment 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 anymade and accepted, and Seller shall remain responsible for all Liabilities associated with terminate the employment of the Transferred Business Employees as of such date and the Transferred Business Employee (including Employees shall thereafter no longer be Business Employees of Seller. Buyer shall have sole responsibility for the payment or provision of any compensation all wages, overtime, sick pay, Taxes, withholdings and benefits)employee benefits incurred with respect to Buyer’s employment of the Transferred Business Employees on and after the Closing Date.

Offers of Employment. No Contingent upon the Closing, Buyer shall, within five business days after the Closing, offer at-will employment to all of the employees of the Business listed on Schedule 10(l) who are in good standing on the Closing Date (each, a “Closing Date Employee”), for at least the same rate of base salary, wages and/or commissions and the same job position in effect immediately prior to the Closing. Sellers shall cooperate with Buyer in connection with the foregoing. A Closing Date Employee will become an employee of Buyer, if at all, on the later than of the Effective Time or the first date on which such Closing Date Employee is actively at work. Notwithstanding the foregoing, Buyer shall not be obligated to hire any Closing Date Employee who fails to provide Buyer documentation as required by applicable federal or state laws in connection with the commencement of such employment or who fails to pass any pre-employment background check required by Buyer, and Buyer may rescind an offer of employment before a Closing Date Employee accepts such offer and commences active employment with Buyer. Sellers shall be responsible for the payment of all vacation pay of their employees that accrued prior to Closing, and acknowledge that the Base Purchase Price includes $126,000 with respect to such accrued vacation pay. Within ten (10) Business Days prior days after repaying in full all indebtedness owed to their lenders after the anticipated Closing Date, Seller shall deliver to Buyer a list sale of the expected Business Employees as Assets hereunder, Sellers shall reimburse Buyer the aggregate amount of the anticipated all accrued vacation pay with respect to Closing Date in the form attached hereto as Schedule 6.3(a), with Employees that accept offers of employment from Buyer. Sellers agree that they shall not pay any dividend or otherwise make any distribution to any of their shareholders until their obligation to repay Buyer for such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below)accrued vacation amounts has been satisfied. Buyer shall offer “at will” employment continue to those Business Employees identified on Schedule 6.3(a); provided, that maintain a group health plan following the Closing and will be solely responsible for satisfying any COBRA obligations with respect to Business covered individuals who have a qualifying event before or as a result of the transactions contemplated by this Agreement, it being understood that Buyer will be responsible for providing COBRA coverage required with respect to Closing Date Employees located who become employees of Buyer and who participate as active employees in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Closing Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “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 Closing 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 remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)group health plan.

Offers of Employment. No later than ten (10Section 9.01(a) Business Days prior to of the anticipated Closing Date, Seller shall deliver to Buyer Baker Hughes Disclosure Schedule provides a list of the expected all Baker Hughes Business Employees as of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a)date hereof, with such updates as are necessary list to reflect employee resignations after the date hereof and be updated immediately prior to the Closing. Section 9.01 of the Partner Disclosure Schedule provides an accurate list of all Partner Business Employees, employee terminations after such list to be updated immediately prior to the date hereof and Closing. Not later than five days prior to the Closing in accordance Date, the Company will (or will cause its Subsidiaries to) (i) make a Baker Hughes Qualifying Offer to at least the percentage of Baker Hughes Business Employees set forth on Section 9.01(b) of the Baker Hughes Disclosure Schedule, as identified by Partner (each Baker Hughes Business Employee who accepts such offer and commences employment with Section 5.1(b)the Company or one of its Subsidiaries, employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(ba “Baker Hughes Transferred Employee”) and (ii) make a Partner Qualifying Offer to all or substantially all of the identification Partner Business Employees as identified by Partner (each Partner Business Employee who accepts such offer and commences employment with the Company or one of any Inactive Employees (as defined belowits Subsidiaries, a “Partner Transferred Employee”). Buyer shall offer “at will” employment to those In selecting the Baker Hughes Business Employees identified on Schedule 6.3(a); provided, that with respect to and Partner Business Employees located in Canadawho will receive such offers, Buyer’s offer of employment Partner shall comply with applicable Law. Except as set all Applicable Laws (including relating to discrimination) and shall provide Baker Hughes with documentation setting forth the criteria used in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as selection of the Closing DateBaker Hughes Business Employees as to reasonably allow Baker Hughes to assess such compliance. Each Business Employee who is offered employment pursuant Notwithstanding the foregoing or anything in this Agreement to this Section 6.3(athe contrary, (x) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any any Baker Hughes Business Employee who is on long-term disability as of the Applicable Transfer Date shall not become a Baker Hughes Transferred Employee and any Baker Hughes Business Employee who is receiving 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 entitled to receive short-term disability benefits as of the date he or she returns such employee received a Baker Hughes Qualifying Offer shall not become a Baker Hughes Transferred Employee unless such employee is able to active employment. If an Inactive Employee does not (and does) return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment work within six (6) months after of the date of such offer, and all liabilities with respect to any such employees (other than any such employee on short-term disability who returns to work within six (6) months of the date such employee received a Baker Hughes Qualifying Offer) shall be Excluded Baker Hughes Liabilities, and (y) any Partner Business Employee who is on long-term disability as of the Closing 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 shall not become a Partner Transferred Employee and any Partner Business Employee who is receiving or be employed by Buyer until entitled to receive short-term disability benefits as of the Return Date, if anyClosing Date shall not become a Partner Transferred Employee unless such employee is able to (and does) return to work within six (6) months of the date of such employee’s Company offer of employment, and Seller all liabilities with respect to any such employees (other than any such employee on short-term disability who returns to work within six (6) months of the date of such employee’s Company offer of employment) shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)be Excluded Partner Liabilities.

Offers of Employment. Buyer shall offer, or cause its Affiliate to offer, employment to all In-Scope Business Employees employed by an Asset Seller (“In-Scope Asset Seller Employees”). No later than ten (10) Business Days prior to before the anticipated Closing Date, or such greater number of days as may be required by applicable Law (such date, the “Employment Offer Date”), Buyer shall, or shall cause its Affiliate to, extend a Comparable Offer of Employment with Buyer or one of its Affiliates (each, an “Offer of Employment”) to each In-Scope Asset Seller shall deliver to Buyer a list of the expected Business Employees Employee as of the anticipated Closing Employment Offer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of (other than any Inactive Employees (as defined belowIn-Scope Asset Seller Employee). Buyer shall, or shall offer “at will” employment cause its Affiliate to, extend a Comparable Offer of Employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect any Inactive In-Scope Asset Seller Employee if such employee is cleared to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Closing Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “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 Closing Date (or such later longer period as may be required by applicable Law) and shall commence to employ such individual within five (5) Business Days following the date as he or she is so cleared to return to work. Buyer shall provide Seller with a reasonable opportunity, and in each case, no less than five (5) Business Days, to review and comment on the documents reflecting all Offers of Employment prior to the time that such Offers of Employment are made. Each such In-Scope Asset Seller Employee shall be provided no less than five (5) Business Days, or such longer period of time required under applicable Law (Law, to review and consider the dateOffer of Employment prior to the date it expires pursuant to its terms. The parties intend for the employment of the In-Scope Asset Seller Employees to continue uninterrupted on and after the Closing Date. Accordingly, if anyunless a written acceptance is required by any applicable Law, within such period on which any In-Scope Asset Seller Employee who receives an Offer of Employment from Buyer or its Affiliate prior to the employee returns to active employmentClosing Date and who is employed, as of the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Closing Date, if anywith Seller or any its Affiliates, and who continues employment with Buyer or any of its Affiliates, shall be deemed to have accepted the Offer of Employment unless it is affirmatively declined by such In-Scope Asset Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Employee.

Offers of Employment. No later than ten (10) The employment of all Business Days Employees will be terminated effective immediately prior to the anticipated Closing DateEffective Time. Buyer will offer employment effective as of the Effective Time to all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time except those Business Employees who at the Effective Time are receiving long-term disability benefits under any Business Plan, which Business Employees will be offered employment by Buyer provided that they report for active employment within six months after the date on which they began receiving long-term disability benefits. Buyer will condition its offers of employment to each of the individuals listed in Schedule 8.3(a) on such individual’s execution of an agreement, in form reasonably satisfactory to Seller, releasing all claims and waiving all rights under such individual’s Employment Agreement with Seller or any Company, and Buyer shall have no liability with respect to any such Employment Agreement other than with respect to severance obligations up to the amount described in the second sentence of Section 8.3(b). Within ten business days prior to the Effective Time, Seller shall deliver will provide to Buyer a list showing the names of each then employee of the expected Business Employees as who is on leave of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with absence (and such updates as are necessary to reflect employee resignations after the date hereof and prior to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer list shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective updated as of the Closing Date). Each The offers of employment to be made by Buyer effective as of the Effective Time shall in each case provide (i) at least the same base wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (other than employee benefits, which are subject to Section 8.3(c)) as the base wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (but excluding any equity-based compensation) provided to each such Business Employee on the Cut-Off Date and (ii) with respect to any Business Employee who is offered a participant in the Severance Pay Plan, employment pursuant to this Section 6.3(a) and at a location not more than fifty miles from the Business Employee’s current location. The employees who accepts Buyer’s offer accept such offers of employment shall be, as of the date the Business Employee commences employment with Buyer, are referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any Business Employee who is on disability or other leave .” Nothing in this Section 8.3(a) shall obligate Buyer to continue the employment 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 Closing 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 for any specific period or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment at any specific level of compensation or provision of any compensation and benefits)responsibilities.

Offers of Employment. No later than ten (10Section 9.01(a) Business Days prior to of the anticipated Closing Date, Seller shall deliver to Buyer Baker Hughes Disclosure Schedule provides a list of the expected all Baker Hughes Business Employees as of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a)date hereof, with such updates as are necessary list to reflect employee resignations after the date hereof and be updated immediately prior to the Closing. Section 9.01 of the Partner Disclosure Schedule provides an accurate list of all Partner Business Employees, employee terminations after such list to be updated immediately prior to the date hereof and Closing. Not later than five days prior to the Closing in accordance Date, the Company will (or will cause its Subsidiaries to) (i) make a Baker Hughes Qualifying Offer to at least the percentage of Baker Hughes Business Employees set forth on Section 9.01(b) of the Baker Hughes Disclosure Schedule, as identified by Partner (each Baker Hughes Business Employee who accepts such offer and commences employment with Section 5.1(b)the Company or one of its Subsidiaries, employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(ba “Baker Hughes Transferred Employee”) and (ii) make a Partner Qualifying Offer to all or substantially all of the identification Partner Business Employees as identified by Partner (each Partner Business Employee who accepts such offer and commences employment with the Company or one of any Inactive Employees (as defined belowits Subsidiaries, a “Partner Transferred Employee”). Buyer shall offer “at will” employment to those In selecting the Baker Hughes Business Employees identified on Schedule 6.3(a); provided, that with respect to and Partner Business Employees located in Canadawho will receive such offers, Buyer’s offer of employment Partner shall comply with applicable Law. Except as set all Applicable Laws (including relating to discrimination) and shall provide Baker Hughes with documentation setting forth the criteria used in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as selection of the Closing DateBaker Hughes Business Employees as to reasonably allow Baker Hughes to assess such compliance. Each Business Employee who is offered employment pursuant Notwithstanding the foregoing or anything in this Agreement to this Section 6.3(athe contrary, (x) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any any Baker Hughes Business Employee who is on long-term disability as of the Applicable Transfer Date shall not become a Baker Hughes Transferred Employee and any Baker Hughes Business Employee who is receiving 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 entitled to receive short-term disability benefits as of the date he or she returns such employee received a Baker Hughes Qualifying Offer shall not become a Baker Hughes Transferred Employee unless such employee is able to active employment. If an Inactive Employee does not (and does) return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment work within six (6) months after of the date of such offer, and all liabilities with respect to any such employees (other than any such employee on short-term disability who returns to work within six (6) months of the date such employee received a Baker Hughes Qualifying Offer) shall be Excluded Baker Hughes Liabilities, and (y) any Partner Business Employee who is on long-term disability as of the Closing 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 shall not become a Partner Transferred Employee and any Partner Business Employee who is receiving or be employed by Buyer until entitled to receive short-term disability benefits as of the Return Date, if anyClosing Date shall not become a Partner Transferred Employee unless such employee is able to (and does) return to work within six (6) months of the date of such employee's Company offer of employment, and Seller all liabilities with respect to any such employees (other than any such employee on short-term disability who returns to work within six (6) months of the date of such employee's Company offer of employment) shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)be Excluded Partner Liabilities.

Offers of Employment. No later than ten i) At least four (104) Business Days prior to weeks before the anticipated Closing Date, Buyer in its sole discretion and as it may determine shall select from and offer employment with Buyer beginning on the Closing Date to those employees of Seller shall deliver currently assigned to Buyer operate the Pipeline Interests, who are identified on a list of the expected Business Employees as of the anticipated Closing Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations Seller will provide Buyer within five (5) working days after the date hereof Execution Date (the "Prospective Employees"). Such list shall include all employees whose work activity is wholly dedicated to operating and prior maintaining the Property and shall also include the employee's salary, job description, job location and hire date. Each such employment offer shall be at a location that is 50 miles or less from the Prospective Employee's current job location (provided however, a Prospective Employee may be required to report to Buyer's management in Wink, or Midland, Texas and may be required to perform work at any location in which the Property is located) and shall include salary or wages (including, as applicable, shift differentials, incentives and premiums but excluding payments under the Chevron Success Sharing program) at least equal to that provided by Seller to the Closing, employee terminations after as shown on the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification list of any Inactive Employees (as defined below)Prospective Employees. Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, 's offers of employment extended by to the selected Prospective Employees shall be made in writing, and a copy shall be provided to Seller. Such offers may impose a deadline for response not earlier than three (3) weeks prior to Closing. Buyer may require that each Prospective Employee submit a formal application for employment. ii) Buyer shall have no obligation under this Agreement to each Business employ any Prospective Employee will be effective who has accepted its employment offer but is not actively at work with Seller as of the Closing Date, unless (i) such Employee is on vacation, scheduled time off, or other similar Seller approved absence and commences active work with Buyer upon the termination of such approved absence; or (ii) such Employee is absent from work due to illness or injury and reports for active work with Buyer within 30 days after the Closing Date. Each Business Any Prospective Employee selected by Buyer who has accepted its employment offer but is on vacation, scheduled time off, or on other Seller-approved absence on the Closing Date shall become the employee of Buyer upon reporting for active duty. Any Prospective Employee selected by Buyer who is offered employment pursuant absent from work due to this Section 6.3(a) illness or injury and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “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 reports for active work with Buyer in accordance with within 30 days after the preceding sentences (an “Inactive Employee”) will Closing Date shall become employed by the employee of Buyer as of on the date he or she reports for active work with Buyer. From and after the date the Prospective Employee selected by Buyer returns to active work, Buyer shall assume the employment reinstatement obligations of Seller and its Affiliates under Seller's Family and Medical Leave Act Policy with respect to any Prospective Employees who are selected by Buyer but who are on leave under such policy on the Closing Date. iii) Those employees of Seller who accept Buyer's employment offers and become employees of Buyer as of the Closing Date (or, in the case of Employees described in (ii) above, within 30 days after the Closing Date), are the "Affected Employees." The Prospective Employees who do not become Affected Employees are the "Remaining Employees." iv) Nothing in this Agreement shall affect Buyer's right to terminate the employment of any Affected Employee on or after the date he or she becomes an employee of Buyer, with or without cause, provided that Buyer shall comply with the terms of the severance plan described in Section 23 (c) below if the termination occurs without cause as defined in such severance plan and within 12 months of the Closing Date. v) Buyer shall control and be responsible for the process of selecting from the Prospective Employees those Prospective Employees to whom it makes an offer of employment. If an Inactive Buyer may interview any Prospective Employee does not return during normal working hours (including interviews on site) consistent with the operating requirements of Seller or its Affiliates, and with the written permission of the Prospective Employee, may review and retain copies of such Prospective Employee's training, attendance and safety records (if any) maintained by Seller or its Affiliates. All of the original personnel records maintained by Seller or its Affiliates relating to active employment on the same Prospective Employees shall remain with Seller or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months its Affiliates after the Closing Date and shall not be turned over to Buyer. Buyer shall, however, have access to, use of and the right to copy such records as may be required in connection with the assumption of obligations pursuant to this Section 23 or the prosecution or defense of any administrative or court claim, and neither Seller nor its Affiliates shall destroy any such later date as is required under records prior to the time such records are scheduled for destruction pursuant to Seller's records retention policy applicable Law to records of this type. vi) Buyer and its Affiliates shall indemnify, defend, and hold Seller and its Affiliates harmless from and against all claims, expenses (the date, if any, within such period on which the employee returns to active employment, the “Return Date”including reasonable attorneys' fees), then such Inactive Employee will not become a Transferred Employee loss and liability arising with respect to (A) the Affected Employees' employment with Buyer and its Affiliates on or be employed after the Closing Date (except for Seller's continuing obligations described in Section 23(c)(i), (B) Buyer's employee selection and offer process and actions taken by Buyer until or its Affiliates relating to Prospective and Affected Employees and (C) Buyer's use of the Return DateAffected Employees' employment records or other records maintained by Seller or its Affiliates that have been provided to Buyer, if anybut not claims and expenses related to the content of Seller's records or Seller's preparation thereof. vii) Seller and its Affiliates shall indemnify, defend and hold Buyer and its Affiliates harmless from and against all claims, expenses (including reasonable attorneys' fees), loss and liability arising with respect to (A) the Affected Employees' (or any other employees') employment with Seller or its Affiliates before the date any such employee becomes an employee of Buyer, (B) the Remaining Employees' employment with Seller or its Affiliates and any subsequent termination from Seller or its Affiliates, (C) the application of Seller's employee benefit plans to Affected Employees and Remaining Employees, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for D) claims and expenses related to the payment content of Seller's employment records or provision of any compensation and benefits)Seller's preparation thereof.

Offers of Employment. No later than ten Subject to Applicable Law, at least thirty (1030) Business Days days (unless an earlier date is required by Applicable Law) prior to the anticipated Primary Closing Date and effective as of the Primary Closing Date, Seller (i) Purchaser shall deliver make, and shall use reasonable best efforts to Buyer cause to be accepted, a Comparable Job Offer to all Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Purchaser’s business needs following the Primary Closing Date both in terms of the transactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to the Seller, within seventy-five (75) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the expected Transferred Business Employees as of shall be deemed to commence at 11:59 p.m. on the anticipated Primary Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Primary Closing Date in the form attached hereto as Schedule 6.3(a)case of an employee who on the Primary Closing Date is absent from work due to a vacation, with such updates as are necessary to reflect employee resignations after jury duty, funeral leave or personal day. Notwithstanding the date hereof and prior foregoing, to the Closing, employee terminations after the date hereof and prior to the Closing in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those extent that a Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, BuyerEmployee or an Affiliated Employee who has accepted Purchaser’s offer of employment shall comply with applicable Law. Except as set forth in is not available to perform services on the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of Primary Closing Date because on the Primary Closing Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”). Any Business Employee who Date such employee is on disability sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence and who accepts any offer approved by a Seller Entity or one of employment with Buyer in accordance with the preceding sentences its Affiliates (an “Inactive Employee”) will become employed by Buyer as of the date other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the Seller Entities or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee if such Business Employee of Affiliated Employee returns to active employment. If an Inactive Employee does not work no later than the date that is the earlier of the scheduled return to active employment on the same or more extensive date (part- or full-timeincluding any approved extensions thereto) basis as such Inactive Employee’s most recent active employment within and six (6) months after from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Primary Closing Date or Date, and, for purposes of this Agreement, 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 shall become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee as of the date active employment with Purchaser commences and, to the extent applicable, references in this Section 9.1 to the “Primary Closing Date” shall relate to the date on which active employment commences. Those Business Employees and Affiliated Employees who do not accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Employees shall be provided by the Purchaser with an aggregate annual amount of paid time-off under the plans of the Purchaser equal to such Transferred Employee’s current aggregate annual amount of paid time-off, which, for clarity, takes into account and grandfathers all service with the Seller Entities and their Affiliates (including for vacation time, personal time and sick time); provided that the payment or provision Purchaser may allocate such aggregate annual amount of any compensation and benefits)paid time-off in a manner consistent with the policies of the Purchaser.